Worth reading
64In 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
25
€ million (approximate, including advisory fees)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterpartyNUNC, HOLDING MLG
Disclosing companyNoritsu Koki Co.,Ltd.
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.
Target company
Operation of an online education subscription platform relating to music production and sound engineering
Location France (30, rue Boyer, 75020 Paris, France)Share capital €100,000 (¥18 million)Date of incorporation 15 July 2010
Net Sales€4,155 thousand (fiscal year ended December 2025)
Operating profit€1,731 thousand (fiscal year ended December 2025)
Net income for the current fiscal year€1,585 thousand (fiscal year ended December 2025)
Net assets€616 thousand (fiscal year ended December 2025; listed as total equity in the table)
Consideration and expenses
Acquisition price€25 million (¥4,633 million) (approximate, including advisory fees). This includes a maximum potential earn-out payment of €7.0 million based on the achievement of specified future performance levels and other factors.
Type of ConsiderationCash
Funding arrangementsThe acquisition will be funded with the Group's internal funds, with no new external financing.
Impact on Business Performance
The impact on results for the fiscal year ending December 2026 will be disclosed appropriately once the details have been finalized.
Procedures and assumptions
Valuation methodologyDCF (equity value: €20.8 million–€35.7 million)
Independent valuation institution株式会社 COHEN PARTNERS
Management structure after acquisitionMAVEN is expected to become a consolidated subsidiary of the Company from the third quarter of the fiscal year ending December 2026. The trade name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | NUNC, HOLDING MLG |
| Name of the Subject Company | MAVEN SAS |
| Business Description of the Subject Company | Operation of an online education subscription platform relating to music production and sound engineering |
| Location of the Subject Company | France (30, rue Boyer, 75020 Paris, France) |
| Capital Stock of the Subject Company | €100,000 (¥18 million) |
| Date of Establishment of the Subject Company | 15 July 2010 |
| Net Sales of the Subject Company | €4,155 thousand (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | €1,731 thousand (fiscal year ended December 2025) |
| Net Income of the Subject Company | €1,585 thousand (fiscal year ended December 2025) |
| Net Assets of the Subject Company | €616 thousand (fiscal year ended December 2025; listed as total equity in the table) |
| Acquisition price | €25 million (¥4,633 million) (approximate, including advisory fees). This includes a maximum potential earn-out payment of €7.0 million based on the achievement of specified future performance levels and other factors. |
| Type of Consideration | Cash |
| Number of shares acquired | 100,000 shares. Number of voting rights: Not disclosed (voting rights ownership ratio: 100%) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Funding arrangements | The acquisition will be funded with the Group's internal funds, with no new external financing. |
| Impact on Business Performance | The impact on results for the fiscal year ending December 2026 will be disclosed appropriately once the details have been finalized. |
| Date of board resolution | 10 July 2026 |
| Contract Date | 10 July 2026 (scheduled) |
| Execution Date / Effective Date | 3 August 2026 (scheduled) |
| Valuation methodology | DCF (equity value: €20.8 million–€35.7 million) |
| Independent valuation institution | 株式会社 COHEN PARTNERS |
| Management structure after acquisition | MAVEN is expected to become a consolidated subsidiary of the Company from the third quarter of the fiscal year ending December 2026. The trade name, representative and treatment of employees: Not disclosed |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Special 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.As part of the Noritsu Koki Group's efforts to strengthen its existing businesses and invest in and develop growth areas, the Company will incorporate MAVEN's online education and video subscription platform into its business to accelerate the global expansion of services in the fields of music production and sound engineering. The acquisition is also intended to connect hardware with education, software and services, thereby enhancing the value of the experience provided to music producers and creators.
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