Komori
M&A and Subsidiary Changes3810CyberStep Holdings,Inc.Information and Communications, Services and Others

Notice of the Execution of a Share Transfer Agreement for the Acquisition of Shares Involving a Change in Subsidiaries

The Company has entered into an agreement to acquire all 800 shares of 株式会社TRUXiA from Akiyama Kumpei (秋山 薫平), making the company a subsidiary. The acquisition is scheduled to be completed on 26 March 2026.

Worth reading
62In focus
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
427
¥ million (approximate total of the ¥420 million acquisition price and ¥7 million in advisory fees)
Wording
Conditional
How definitive the wording is.

This transaction

Share Acquisition
CounterpartyAkiyama Kumpei (秋山 薫平)
Disclosing companyCyberStep Holdings,Inc.
株式会社TRUXiAVoting rights ownership percentageNumber of shares acquired 800 shares (number of voting rights: 800)

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

Advertising agency business, event planning and production, and related activities

Location Minato-ku, TokyoShare capital ¥8 millionDate of incorporation 16 May 2022
Net Sales¥426 million (fiscal year ended December 2025, provisional figure)
Operating profit¥67 million (fiscal year ended December 2025, provisional figure)
Net income for the current fiscal year¥64 million (fiscal year ended December 2025, provisional figure)
Net assets¥80 million (fiscal year ended December 2025, provisional figure)
Consideration and expenses
Acquisition priceShare acquisition price: ¥420 million
Expenses other than the acquisition priceApproximate advisory fees: ¥7 million
Impact on Business Performance

The impact on the Company's results for the fiscal year ending May 2026 is currently under review.

Procedures and assumptions
Valuation methodologyDCF (discounted cash flow) method
Independent valuation institution株式会社 Stewart McLaren
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameAkiyama Kumpei (秋山 薫平)
Name of the Subject Company株式会社TRUXiA
Business Description of the Subject CompanyAdvertising agency business, event planning and production, and related activities
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥8 million
Date of Establishment of the Subject Company16 May 2022
Net Sales of the Subject Company¥426 million (fiscal year ended December 2025, provisional figure)
Operating Profit of the Subject Company¥67 million (fiscal year ended December 2025, provisional figure)
Net Income of the Subject Company¥64 million (fiscal year ended December 2025, provisional figure)
Net Assets of the Subject Company¥80 million (fiscal year ended December 2025, provisional figure)
Acquisition priceShare acquisition price: ¥420 million
Expenses other than the acquisition priceApproximate advisory fees: ¥7 million
Number of shares acquired800 shares (number of voting rights: 800)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact on the Company's results for the fiscal year ending May 2026 is currently under review.
Date of board resolution25 March 2026
Contract Date25 March 2026
Execution Date / Effective Date26 March 2026 (scheduled)
Valuation methodologyDCF (discounted cash flow) method
Independent valuation institution株式会社 Stewart McLaren
Items this document does not state (11)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special CommitteeConditions Precedent to ExecutionManagement 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.

To establish new sources of revenue, including a PtoC-type business, the Company will incorporate the target company's digital marketing, casting, planning and operations expertise, thereby strengthening its marketing support capabilities and platform for acquiring new customers.

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.
Notice of the Execution of a Share Transfer Agreement for the Acquisition of Shares Involving a Change in Subsidiaries | CyberStep Holdings,Inc. (3810) timely disclosure | Komori