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

Notice regarding the execution of a business transfer agreement with HALL OF FAME Co., Ltd. for the acquisition of the HOMEGAME business

The Company has entered into an agreement to acquire the CAP business under the “HOMEGAME” brand from 株式会社HALL OF FAME for ¥670 million in cash. The business transfer is scheduled for 30 June 2026.

Worth reading
60In 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
670
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Business Acquisition
Counterparty株式会社 HALL OF FAME
Disclosing companyCyberStep Holdings,Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

The CAP business under the “HOMEGAME” brand operated by HALL OF FAME.

Net Sales¥523 million (fiscal year ended August 2025)
Operating profit¥101 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition price¥670 million
Type of ConsiderationCash (bank transfer)
Goodwill amountPositive goodwill is expected to arise. The amount is currently under review and has not been finalized. No amortization period has been disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The Company believes that this transaction will contribute to improving the Group’s consolidated performance over the medium to long term. However, the impact on the Company’s performance for the fiscal year ending May 2027 is currently under review. The Company will promptly disclose any matters that should be announced if they arise.

Procedures and assumptions
Valuation methodologyDetermined through discussions and negotiations with the transferor, with reference to the results of a business valuation conducted by an independent third-party institution.
Management structure after acquisitionThe assets and liabilities related to the business, the contractual positions under transaction agreements with suppliers and customers, and employees, among other items, will be included in the acquisition. In addition, the Company will deploy TRUXiA’s advertising and media planning capabilities and NAXA’s video distribution technologies to establish a structure capable of pursuing, in an integrated manner, activities ranging from building awareness to sales promotion and strengthening customer touchpoints. No changes to the corporate name or representative have been disclosed.
This transaction
ItemDetails
Transaction nameBusiness Acquisition
Counterparty name株式会社 HALL OF FAME
Business Description of the Subject CompanyThe CAP business under the “HOMEGAME” brand operated by HALL OF FAME.
Net Sales of the Subject Company¥523 million (fiscal year ended August 2025)
Operating Profit of the Subject Company¥101 million (fiscal year ended August 2025)
Acquisition price¥670 million
Type of ConsiderationCash (bank transfer)
Goodwill amountPositive goodwill is expected to arise. The amount is currently under review and has not been finalized. No amortization period has been disclosed.
Impact on Business PerformanceThe Company believes that this transaction will contribute to improving the Group’s consolidated performance over the medium to long term. However, the impact on the Company’s performance for the fiscal year ending May 2027 is currently under review. The Company will promptly disclose any matters that should be announced if they arise.
Date of board resolution29 June 2026
Contract Date29 June 2026
Execution Date / Effective Date30 June 2026 (予定)
Valuation methodologyDetermined through discussions and negotiations with the transferor, with reference to the results of a business valuation conducted by an independent third-party institution.
Management structure after acquisitionThe assets and liabilities related to the business, the contractual positions under transaction agreements with suppliers and customers, and employees, among other items, will be included in the acquisition. In addition, the Company will deploy TRUXiA’s advertising and media planning capabilities and NAXA’s video distribution technologies to establish a structure capable of pursuing, in an integrated manner, activities ranging from building awareness to sales promotion and strengthening customer touchpoints. No changes to the corporate name or representative have been disclosed.
Items this document does not state (18)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Independent valuation institutionSpecial 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.

To diversify the business portfolio and establish a new earnings pillar, the Company will incorporate the HOMEGAME business’s customer community, product planning capabilities and sales platform, combine them with the Group’s digital marketing, live commerce and AI technologies, and strengthen its commerce business.

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Notice regarding the execution of a business transfer agreement with HALL OF FAME Co., Ltd. for the acquisition of the HOMEGAME business | CyberStep Holdings,Inc. (3810) timely disclosure | Komori