Komori
M&A and Subsidiary Changes5618Nyle Inc.Information and Communications, Services and Others

Making NEW PHASE Co., Ltd. a Subsidiary

Nyle Inc. plans to acquire 80% of the issued shares of NEW PHASE and make it a consolidated subsidiary effective 1 August 2026. The estimated purchase price is ¥36 million, and the total including advisory fees and other expenses is ¥43 million.

Worth reading
54Recurring
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
¥ millions (total of the estimated purchase price and advisory fees and other expenses)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of NEW PHASE as a subsidiary (share transfer)
Disclosing companyNyle Inc.
NEW PHASEVoting rights ownership percentageNumber of shares acquired 80% of the issued shares (the actual number of shares and voting rights is not disclosed)

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.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Video-editing school business, AI education school business, video production business and other businesses

Location Shinjuku-ku, TokyoShare capital ¥20,000Date 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)
Consideration and expenses
Acquisition priceShares: ¥36 million (estimated)
Expenses other than the acquisition price¥7 million in advisory fees and other expenses
Type of ConsiderationCash (consideration for the share acquisition)
Amount of extraordinary income (loss)Acquisition-related expenses and goodwill amortization are expected to be recognized in the fiscal year ending December 2026. The amount and classification as special gains or losses are Not disclosed
Impact on Business Performance

The impact on consolidated results for the fiscal year ending December 2026 is expected to be minor. Although acquisition-related expenses and goodwill amortization are expected to be recognized, NEW PHASE is expected to contribute to profit growth and an increase in corporate value over the medium to long term

Procedures and assumptions
Management structure after acquisitionNEW PHASE is expected to become a consolidated subsidiary of the company effective 1 August 2026. The trade name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of NEW PHASE as a subsidiary (share transfer)
Name of the Subject CompanyNEW PHASE
Business Description of the Subject CompanyVideo-editing school business, AI education school business, video production business and other businesses
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥20,000
Date of Establishment of the Subject Company18 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)
Acquisition priceShares: ¥36 million (estimated)
Expenses other than the acquisition price¥7 million in advisory fees and other expenses
Type of ConsiderationCash (consideration for the share acquisition)
Number of shares acquired80% of the issued shares (the actual number of shares and voting rights is not disclosed)
Voting rights ownership percentageAfter 80% (acquisition ratio) (before not disclosed)
Amount of extraordinary income (loss)Acquisition-related expenses and goodwill amortization are expected to be recognized in the fiscal year ending December 2026. The amount and classification as special gains or losses are Not disclosed
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending December 2026 is expected to be minor. Although acquisition-related expenses and goodwill amortization are expected to be recognized, NEW PHASE is expected to contribute to profit growth and an increase in corporate value over the medium to long term
Date of board resolution23 July 2026
Contract Date23 July 2026
Execution Date / Effective Date1 August 2026 (scheduled)
Management structure after acquisitionNEW PHASE is expected to become a consolidated subsidiary of the company effective 1 August 2026. The trade name, representative and treatment of employees are Not disclosed
Items this document does not state (13)
Counterparty nameNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation methodologyIndependent 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 transaction is intended to apply the AI, DX and digital marketing expertise developed through the company's business for corporate customers to education for individuals, and to establish a business platform linking customer acquisition, education and human-resource utilization by incorporating a video-editing school business. Through this, the company aims to expand channels for monetizing its AI and DX expertise and strengthen its medium- to long-term earnings base and corporate value.

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Making NEW PHASE Co., Ltd. a Subsidiary | Nyle Inc. (5618) timely disclosure | Komori