Worth reading
58In 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
4500
¥ millionWording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in GHD (making it a subsidiary and its subsidiary a sub-subsidiary)CounterpartyHiruma Rihito (比留間 理人) and 4 other individual shareholders, Marathon No. 1 Investment Limited Partnership
Disclosing companyAkatsuki 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.White points represent dates designated as scheduled dates in the document.
Target company
Pure Holding Company
Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation November 2022
Net Sales¥24 million (fiscal year ended October 2025)
Operating profit¥24 million (fiscal year ended October 2025)
Net income for the current fiscal year¥22 million (fiscal year ended October 2025)
Net assets¥279 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition price4,500 million yen for GHD’s common shares
Expenses other than the acquisition priceAdvisory fees and other costs (estimate): ¥168 million
Type of ConsiderationCash
Impact on Business Performance
The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in GHD (making it a subsidiary and its subsidiary a sub-subsidiary) |
| Counterparty name | Hiruma Rihito (比留間 理人) and 4 other individual shareholders, Marathon No. 1 Investment Limited Partnership |
| Name of the Subject Company | 株式会社グルーヴ・ホールディングス |
| Business Description of the Subject Company | Pure Holding Company |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | November 2022 |
| Net Sales of the Subject Company | ¥24 million (fiscal year ended October 2025) |
| Operating Profit of the Subject Company | ¥24 million (fiscal year ended October 2025) |
| Net Income of the Subject Company | ¥22 million (fiscal year ended October 2025) |
| Net Assets of the Subject Company | ¥279 million (fiscal year ended October 2025) |
| Acquisition price | 4,500 million yen for GHD’s common shares |
| Expenses other than the acquisition price | Advisory fees and other costs (estimate): ¥168 million |
| Type of Consideration | Cash |
| Number of shares acquired | 29,411 shares (number of voting rights: 29,411) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Impact on Business Performance | The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 24 April 2026 |
| Contract Date | 24 April 2026 |
| Execution Date / Effective Date | 30 April 2026 (予定) |
Items this document does not state (12)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial 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.Against the backdrop of growing IP popularity and expansion of the merchandise and event markets, Akatsuki aims to enhance the value of IP development and fan experiences by combining its strengths in IP creation, fan communities and marketing with GD’s expertise in planning and manufacturing live-event merchandise.
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