Worth reading
67In 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
300
¥ million (fixed purchase price)Wording
Conditional
How definitive the wording is.This transaction
Share AcquisitionCounterpartyNakamura Masaya (中村 将也)
Disclosing companyCyberStep Holdings,Inc.
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 services and various advertising-related activities
Location Shibuya, TokyoShare capital ¥1.1 millionDate of incorporation 11 October 2021
Net Sales¥200 million (fiscal year ended September 2025)
Operating profit¥47 million (fiscal year ended September 2025)
Net income for the current fiscal year¥30 million (fiscal year ended September 2025)
Net assets¥35 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceShare acquisition price: ¥300 million. Earn-out consideration upon achievement of the performance targets: ¥230 million
Expenses other than the acquisition priceEstimated advisory fees: ¥6 million
Type of ConsiderationCash (¥300 million share acquisition price and conditional earn-out consideration)
Impact on Business Performance
The impact on the company’s results for the fiscal year ending May 2026 is expected to be minor
Procedures and assumptions
Valuation methodologyDCF (discounted cash flow) method
Independent valuation institution南青山アドバイザリーグループ株式会社
Management structure after acquisitionNAXA will be positioned as a provider of an “AI and Content DX technology platform” that supports the existing business from a technological perspective, with its technology assets, personnel, customer base and development expertise brought into the group. The treatment of the company name, representative and employees is not disclosed
| Item | Details |
|---|---|
| Transaction name | Share Acquisition |
| Counterparty name | Nakamura Masaya (中村 将也) |
| Name of the Subject Company | NAXA株式会社 |
| Business Description of the Subject Company | Advertising agency services and various advertising-related activities |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥1.1 million |
| Date of Establishment of the Subject Company | 11 October 2021 |
| Net Sales of the Subject Company | ¥200 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥47 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥30 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥35 million (fiscal year ended September 2025) |
| Acquisition price | Share acquisition price: ¥300 million. Earn-out consideration upon achievement of the performance targets: ¥230 million |
| Expenses other than the acquisition price | Estimated advisory fees: ¥6 million |
| Type of Consideration | Cash (¥300 million share acquisition price and conditional earn-out consideration) |
| Number of shares acquired | 100,200 shares (number of voting rights: 100,200) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | The impact on the company’s results for the fiscal year ending May 2026 is expected to be minor |
| Date of board resolution | 22 April 2026 |
| Contract Date | 22 April 2026 |
| Execution Date / Effective Date | 24 April 2026 (scheduled) |
| Valuation methodology | DCF (discounted cash flow) method |
| Independent valuation institution | 南青山アドバイザリーグループ株式会社 |
| Management structure after acquisition | NAXA will be positioned as a provider of an “AI and Content DX technology platform” that supports the existing business from a technological perspective, with its technology assets, personnel, customer base and development expertise brought into the group. The treatment of the company name, representative and employees is not disclosed |
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special CommitteeConditions Precedent to Execution
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 transaction is intended to bring NAXA’s AI and DX technologies, personnel, customer base and development expertise in areas including subtitle generation, video editing and advertising implementation into the group, thereby improving the efficiency of secondary use of video and streaming content, conversion into advertising materials and content management. Through this, the company aims to strengthen its service development and operating capabilities, establish a new earnings pillar and diversify its business portfolio.
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