Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
28.4
Additional acquisition as a percentage of total shares issued (%)Wording
Conditional
How definitive the wording is.This transaction
Additional acquisition of shares to make the company an equity-method affiliate and future acquisition of the remaining shares to make it a consolidated subsidiaryCounterpartyTakahashi Issei (髙橋 一誠), Terada Gonta (寺田 権太)
Disclosing companyDIGITAL HEARTS HOLDINGS Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Voice recording for games, narration and other applications, character design, video production and other services
Location Shibuya, TokyoShare capital ¥30 millionDate of incorporation 29 March 2002
Net Sales¥2,236 million (fiscal year ended December 2025)
Operating profit¥123 million (fiscal year ended December 2025)
Net income for the current fiscal year¥102 million (fiscal year ended December 2025)
Net assets¥317 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceThe acquisition price is not disclosed at the request of the counterparty. It was determined through discussions with the counterparty at an amount considered fair and reasonable, with reference to valuations using multiple methods. The acquisition price is less than 5% of the Company’s consolidated net assets for the immediately preceding consolidated fiscal year and falls within the applicable immateriality threshold, meaning it does not meet the timely disclosure threshold.
Impact on Business Performance
The Company expects the impact of this transaction on its consolidated results for the fiscal year ending March 2026 to be immaterial. If it becomes necessary to revise its earnings forecasts or any matter requiring disclosure arises, the Company will make an announcement promptly.
Procedures and assumptions
Valuation methodologyValuation using multiple methods
Conditions Precedent to ExecutionThe transaction will proceed if the partnership between ジーアングル and the Company progresses as expected and its benefits, including the realization of synergies, are confirmed in business performance or other areas by 2028, and no issues are identified through due diligence or other processes.
| Item | Details |
|---|---|
| Transaction name | Additional acquisition of shares to make the company an equity-method affiliate and future acquisition of the remaining shares to make it a consolidated subsidiary |
| Counterparty name | Takahashi Issei (髙橋 一誠), Terada Gonta (寺田 権太) |
| Name of the Subject Company | 株式会社ジーアングル |
| Business Description of the Subject Company | Voice recording for games, narration and other applications, character design, video production and other services |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 29 March 2002 |
| Net Sales of the Subject Company | ¥2,236 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥123 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥102 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥317 million (fiscal year ended December 2025) |
| Acquisition price | The acquisition price is not disclosed at the request of the counterparty. It was determined through discussions with the counterparty at an amount considered fair and reasonable, with reference to valuations using multiple methods. The acquisition price is less than 5% of the Company’s consolidated net assets for the immediately preceding consolidated fiscal year and falls within the applicable immateriality threshold, meaning it does not meet the timely disclosure threshold. |
| Number of shares acquired | 718 shares (number of voting rights: 718) |
| Voting rights ownership percentage | Before 5.1％ → after 33.4％ |
| Impact on Business Performance | The Company expects the impact of this transaction on its consolidated results for the fiscal year ending March 2026 to be immaterial. If it becomes necessary to revise its earnings forecasts or any matter requiring disclosure arises, the Company will make an announcement promptly. |
| Date of board resolution | 19 March 2026 |
| Contract Date | 19 March 2026 (scheduled) |
| Execution Date / Effective Date | 31 March 2026 (scheduled) |
| Valuation methodology | Valuation using multiple methods |
| Conditions Precedent to Execution | The transaction will proceed if the partnership between ジーアングル and the Company progresses as expected and its benefits, including the realization of synergies, are confirmed in business performance or other areas by 2028, and no issues are identified through due diligence or other processes. |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to expand multilingual voice recording services and strengthen cooperation by complementing each other’s customer bases and solutions. The parties have achieved better-than-expected results, including winning large-scale projects, since entering into the capital and business alliance, and the prospect of further growth for both companies is also cited as a reason.
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