Komori
M&A and Subsidiary Changes4777GALA INCORPORATEDInformation and Communications, Services and Others

GALA INCORPORATED (Securities Code: 4777) — Notice Regarding the Secondary Offering of Shares and the Purchase of Shares in a Manner Prescribed by Cabinet Order as Equivalent to a Takeover Bid

Megazone Cloud Corporation, a major shareholder, plans to transfer 4,495,581 shares of GALA INCORPORATED (16.04%) to its parent company, Megazone Corporation, in an off-auction transaction. As a result, Megazone Corporation will become GALA INCORPORATED's direct largest shareholder and deepen its involvement in management.

Worth reading
30Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1101000000
Yen (approx.)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Secondary offering and share accumulation prescribed by Cabinet Order as an act equivalent to a tender offer
CounterpartyMegazone Corporation, Megazone Cloud Corporation
Disclosing companyGALA INCORPORATED
GALA INCORPORATEDVoting rights ownership percentageNumber of shares acquired 4,495,581 shares and 44,955 voting rights

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date3 September 2026 (scheduled)
Target company

Gaming

Consideration and expenses
Acquisition priceTo be stated after the secondary offering price is finalized (approximately ¥1,101,000,000)
Procedures and assumptions
Valuation methodologyA price equal to 120% of the average closing price for each day during the two months immediately preceding the transaction date, reflecting the premium valuation applicable to the largest shareholder under relevant Korean laws and regulations
Management structure after acquisitionMegazone Corporation will deepen its involvement in the management of GALA INCORPORATED as its direct largest shareholder
This transaction
ItemDetails
Transaction nameSecondary offering and share accumulation prescribed by Cabinet Order as an act equivalent to a tender offer
Counterparty nameMegazone Corporation, Megazone Cloud Corporation
Name of the Subject CompanyGALA INCORPORATED
Business Description of the Subject CompanyGaming
Acquisition priceTo be stated after the secondary offering price is finalized (approximately ¥1,101,000,000)
Number of shares acquired4,495,581 shares and 44,955 voting rights
Voting rights ownership percentageAfter 16.04% (before not disclosed)
Execution Date / Effective Date3 September 2026 (scheduled)
Valuation methodologyA price equal to 120% of the average closing price for each day during the two months immediately preceding the transaction date, reflecting the premium valuation applicable to the largest shareholder under relevant Korean laws and regulations
Management structure after acquisitionMegazone Corporation will deepen its involvement in the management of GALA INCORPORATED as its direct largest shareholder
Items this document does not state (22)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)Impact on Business PerformanceDate of board resolutionContract DateIndependent 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 enable Megazone Corporation, which can make direct contributions in the gaming sector, including design, to deepen its involvement in the management of GALA INCORPORATED as its direct largest shareholder, taking into account the potential to create business synergies.

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.
GALA INCORPORATED (Securities Code: 4777) — Notice Regarding the Secondary Offering of Shares and the Purchase of Shares in a Manner Prescribed by Cabinet Order as Equivalent to a Takeover Bid | GALA INCORPORATED (4777) timely disclosure | Komori