Worth reading
52Recurring
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
43
¥ million (approximate total of the acquisition price, advisory fees and other costs)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)CounterpartyObuchi Manatora (小渕 茉那虎)
Disclosing companyNyle 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
Video editing school business, AI education school business, video production business and other activities
Location Shinjuku-ku, TokyoShare capital ¥20 thousandDate of incorporation 18 April 2024
Net Sales¥34.627 million (fiscal year ended March 2026)
Operating profit¥12.170 million (fiscal year ended March 2026)
Net income for the current fiscal year¥12.189 million (fiscal year ended March 2026)
Net assets¥13.047 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥36 million for common shares of 株式会社 NEW PHASE. The consideration for the additional acquisition of the remaining 20% will vary based on performance.
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥7 million
Impact on Business Performance
The impact of this transaction on the consolidated results and financial position of the Nyle Group for the fiscal year ending December 2026 is expected to be immaterial. If a material financial impact arises as a result of a significant change in circumstances, Nyle will disclose it promptly once the details become clear.
Procedures and assumptions
Conditions Precedent to ExecutionBefore the share transfer closing date, NEW PHASE plans to conduct a stock split, splitting 1 share into 50 shares.
Management structure after acquisitionNyle plans to diversify customer acquisition channels for both companies' school businesses and improve the efficiency of student acquisition, while providing graduates of both schools with opportunities to apply their skills in practice through Nyle X Partners. The treatment of the corporate name, representative and employees is not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | Obuchi Manatora (小渕 茉那虎) |
| Name of the Subject Company | 株式会社 NEW PHASE |
| Business Description of the Subject Company | Video editing school business, AI education school business, video production business and other activities |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20 thousand |
| Date of Establishment of the Subject Company | 18 April 2024 |
| Net Sales of the Subject Company | ¥34.627 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥12.170 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥12.189 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥13.047 million (fiscal year ended March 2026) |
| Acquisition price | ¥36 million for common shares of 株式会社 NEW PHASE. The consideration for the additional acquisition of the remaining 20% will vary based on performance. |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥7 million |
| Number of shares acquired | 80 shares (80 voting rights) |
| Voting rights ownership percentage | Before 0.0％ → after 80.0％ |
| Impact on Business Performance | The impact of this transaction on the consolidated results and financial position of the Nyle Group for the fiscal year ending December 2026 is expected to be immaterial. If a material financial impact arises as a result of a significant change in circumstances, Nyle will disclose it promptly once the details become clear. |
| Date of board resolution | 23 July 2026 |
| Contract Date | 23 July 2026 (予定) |
| Execution Date / Effective Date | 1 August 2026 (予定) |
| Conditions Precedent to Execution | Before the share transfer closing date, NEW PHASE plans to conduct a stock split, splitting 1 share into 50 shares. |
| Management structure after acquisition | Nyle plans to diversify customer acquisition channels for both companies' school businesses and improve the efficiency of student acquisition, while providing graduates of both schools with opportunities to apply their skills in practice through Nyle X Partners. The treatment of the corporate name, representative and employees is not disclosed. |
Items this document does not state (11)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 combine NEW PHASE's ability to acquire customers through social media with Nyle's web marketing expertise, thereby expanding customer acquisition channels for both companies' school businesses and improving the efficiency of student acquisition. Nyle also aims to establish a structure that provides graduates with opportunities to apply their skills in practice and completes the process from education to human resources deployment within its own ecosystem.
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