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Acquisition of shares in this transactionCounterpartyMitsukuri Takayuki (箕作 孝行), 株式会社ペガサス
Disclosing companyNeural Group Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Production and sale of game software Planning and production of PC online games Planning and production of smartphone applications and mobile-phone content Planning and production of liquid-crystal display components for amusement machines Casino gaming development and media business, Asset Management
Location Chuo-ku, Kobe, Hyogo Prefecture, Chuo-ku, Kobe, Hyogo PrefectureShare capital ¥70 million, ¥1 millionDate of incorporation 29 May 1985, 13 January 2012
Net Sales¥629 million (fiscal year ended March 2025), ¥13 million (fiscal year ended March 2025)
Operating profit¥45 million (fiscal year ended March 2025), ¥8 million (fiscal year ended March 2025)
Net income for the current fiscal year¥34 million (fiscal year ended March 2025), ¥7 million (fiscal year ended March 2025)
Net assets¥247 million (fiscal year ended March 2025), ¥168 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty and pursuant to a confidentiality agreement
Impact on Business Performance
The impact on the company's consolidated results for the fiscal year ending December 2026 is expected to be immaterial
Procedures and assumptions
Valuation methodologyShare valuation by an external specialist (name of valuation method: not disclosed)
Management structure after acquisitionThe results of 魔法株式会社 and 株式会社ペガサス are scheduled to be incorporated from June 2026. Organizational restructuring to maximize enterprise value is under consideration. The corporate name, representative, and treatment of employees are not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | Mitsukuri Takayuki (箕作 孝行), 株式会社ペガサス |
| Name of the Subject Company | 魔法株式会社, 株式会社ペガサス |
| Business Description of the Subject Company | Production and sale of game software Planning and production of PC online games Planning and production of smartphone applications and mobile-phone content Planning and production of liquid-crystal display components for amusement machines Casino gaming development and media business, Asset Management |
| Location of the Subject Company | Chuo-ku, Kobe, Hyogo Prefecture, Chuo-ku, Kobe, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥70 million, ¥1 million |
| Date of Establishment of the Subject Company | 29 May 1985, 13 January 2012 |
| Net Sales of the Subject Company | ¥629 million (fiscal year ended March 2025), ¥13 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥45 million (fiscal year ended March 2025), ¥8 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥34 million (fiscal year ended March 2025), ¥7 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥247 million (fiscal year ended March 2025), ¥168 million (fiscal year ended March 2025) |
| Acquisition price | Not disclosed at the request of the counterparty and pursuant to a confidentiality agreement |
| Number of shares acquired | 魔法株式会社 3,168 shares (number of voting rights: 3,168; indirectly owned: 2,480) / 株式会社ペガサス 20 shares (number of voting rights: 20) |
| Voting rights ownership percentage | Before 魔法株式会社 －％ / 株式会社ペガサス －％ → after 魔法株式会社 100% (indirect ownership: 78.28%) / 株式会社ペガサス 100％ |
| Impact on Business Performance | The impact on the company's consolidated results for the fiscal year ending December 2026 is expected to be immaterial |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 |
| Execution Date / Effective Date | 1 June 2026 |
| Valuation methodology | Share valuation by an external specialist (name of valuation method: not disclosed) |
| Management structure after acquisition | The results of 魔法株式会社 and 株式会社ペガサス are scheduled to be incorporated from June 2026. Organizational restructuring to maximize enterprise value is under consideration. The corporate name, representative, and treatment of employees are not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount 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.The purpose is to expand the group's business in the entertainment sector by combining ニューラルグループ's AI technology with 魔法株式会社's expertise in game and application development and liquid-crystal display video production. The group aims to improve the efficiency of development processes in the game and amusement-machine industries, create new user experiences using AI, and enhance the enterprise value of the group as a whole.
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