Komori
Occurring Fact3765GungHo Online Entertainment,Inc.Information and Communications, Services and Others

Capital and business alliance with Sony Music Entertainment Inc., secondary offering of shares, and changes in major shareholder, largest shareholder among major shareholders, and other affiliated company

GungHo Online Entertainment,Inc. has decided to enter into a capital and business alliance with 株式会社ソニー・ミュージックエンタテインメント (SME). SON Financial is scheduled to transfer 12,006,500 shares of the Company (23.29% of voting rights) to SME. As a result, SME and SONY GROUP CORPORATION are expected to become affiliated companies, while SON Financial and Belleisle Japan are expected to cease qualifying as such.

Worth reading
37Immaterial
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
12006500
Shares (23.29% voting rights ownership)
Wording
Conditional
How definitive the wording is.

Capital and Business Alliance with 株式会社ソニー・ミュージックエンタテインメント, Secondary Offering of Shares, Changes in the Major Shareholder, Largest Shareholder among the Major Shareholders, and Other Affiliated Companies, and an Acquisition of Shares in the Company (Security Code: 3765) Constituting an Accumulation of Shares Prescribed by Cabinet Order as an Act Equivalent to a Tender Offer

Subject Entity

GungHo Online Entertainment,Inc., 株式会社ソニー・ミュージックエンタテインメント, SON Financial合同会社, SONY GROUP CORPORATION, and Belleisle Japan株式会社

Target Locations / Products

GungHo games (smartphone, console and PC games)

Occurrence28 August 2026 (date of board resolution and contract execution; the transfer of shares and commencement of the capital and business alliance are scheduled for 30 December 2026)
Same day
Awareness or receipt of notice28 August 2026 (date of board resolution and contract execution)
This disclosure08/28/2026
Cause

The Company determined that combining the companies’ respective strengths, including their knowledge and expertise in the entertainment business, would be the best option for enhancing corporate value.

Amount of Impact on Business Performance

Expected to be immaterial (no figure disclosed)

Impact on Earnings Forecast

The impact on アディッシュ's results is currently expected to be immaterial. アディッシュ will promptly disclose any matter requiring disclosure.

Change in voting rights ownership ratio

SME23.29%→23.29%(0.00pt)

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

SME: —. SONY GROUP CORPORATION: —. SON Financial合同会社: 120,065 voting rights (23.29%, directly held). Belleisle Japan株式会社: 120,065 voting rights (23.29%, included in the aggregated ownership). Based on total voting rights of 515,463 as of 30 June 2026.

Voting rights ownership percentage after the change

SME: 120,065 voting rights (23.29%, directly held). SONY GROUP CORPORATION: 120,065 voting rights (23.29%, included in the aggregated ownership). SON Financial合同会社: —. Belleisle Japan株式会社: —. Based on total voting rights of 515,463 as of 30 June 2026.

Related procedures

Type

Procedure subject to conditions including notification to the Japan Fair Trade Commission under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, expiration of the waiting period, and receipt of notification that no cease-and-desist order will be issued

Court or authority

Japan Fair Trade Commission

Outlook

The transfer of shares and the capital and business alliance are scheduled to commence on 30 December 2026. The details of the business alliance will be finalized through further discussions and implemented subject to conditions including the expiration of the waiting period following acceptance of the notification by the Japan Fair Trade Commission and receipt of notification that no cease-and-desist order will be issued. The Company plans to promptly announce any matters that should be disclosed if they arise.

Planned follow-up disclosure

The Company will promptly disclose any matters that should be announced.

Event that occurred
ItemDetails
Event nameCapital and Business Alliance with 株式会社ソニー・ミュージックエンタテインメント, Secondary Offering of Shares, Changes in the Major Shareholder, Largest Shareholder among the Major Shareholders, and Other Affiliated Companies, and an Acquisition of Shares in the Company (Security Code: 3765) Constituting an Accumulation of Shares Prescribed by Cabinet Order as an Act Equivalent to a Tender Offer
Date of occurrence28 August 2026 (date of board resolution and contract execution; the transfer of shares and commencement of the capital and business alliance are scheduled for 30 December 2026)
Date recognized / date notice received28 August 2026 (date of board resolution and contract execution)
Subject EntityGungHo Online Entertainment,Inc., 株式会社ソニー・ミュージックエンタテインメント, SON Financial合同会社, SONY GROUP CORPORATION, and Belleisle Japan株式会社
Target Locations / ProductsGungHo games (smartphone, console and PC games)
CauseThe Company determined that combining the companies’ respective strengths, including their knowledge and expertise in the entertainment business, would be the best option for enhancing corporate value.
Amount of Impact on Business PerformanceExpected to be immaterial (no figure disclosed)
Impact on Earnings ForecastThe impact on アディッシュ's results is currently expected to be immaterial. アディッシュ will promptly disclose any matter requiring disclosure.
Type of litigation or proceedingProcedure subject to conditions including notification to the Japan Fair Trade Commission under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, expiration of the waiting period, and receipt of notification that no cease-and-desist order will be issued
Court or authorityJapan Fair Trade Commission
Voting rights ownership percentage before the changeSME: —. SONY GROUP CORPORATION: —. SON Financial合同会社: 120,065 voting rights (23.29%, directly held). Belleisle Japan株式会社: 120,065 voting rights (23.29%, included in the aggregated ownership). Based on total voting rights of 515,463 as of 30 June 2026.
Voting rights ownership percentage after the changeSME: 120,065 voting rights (23.29%, directly held). SONY GROUP CORPORATION: 120,065 voting rights (23.29%, included in the aggregated ownership). SON Financial合同会社: —. Belleisle Japan株式会社: —. Based on total voting rights of 515,463 as of 30 June 2026.
OutlookThe transfer of shares and the capital and business alliance are scheduled to commence on 30 December 2026. The details of the business alliance will be finalized through further discussions and implemented subject to conditions including the expiration of the waiting period following acceptance of the notification by the Japan Fair Trade Commission and receipt of notification that no cease-and-desist order will be issued. The Company plans to promptly announce any matters that should be disclosed if they arise.
Planned follow-up disclosureThe Company will promptly disclose any matters that should be announced.
Items this document does not state (11)
Accounting period in which recognizedPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liability

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 Company determined that combining the companies’ respective strengths, including their knowledge and expertise in the entertainment business, would be the best option for further enhancing both companies’ corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Capital and business alliance with Sony Music Entertainment Inc., secondary offering of shares, and changes in major shareholder, largest shareholder among major shareholders, and other affiliated company | GungHo Online Entertainment,Inc. (3765) timely disclosure | Komori