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Acquisition of shares in this transactionDisclosing 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.The percentage before the change is not stated in this document.
Execution Date / Effective Date3 August 2026 (completed)
Target company
Operation of an online education subscription platform relating to music production and sound engineering
Location Paris, FranceShare capital €100,000 (¥18 million)Date of incorporation 15 July 2010
Net Sales€4.155 million (fiscal year ended December 2025)
Operating profit€1.731 million (fiscal year ended December 2025)
Net income for the current fiscal year€1.585 million (fiscal year ended December 2025)
Net assets€616 thousand (total equity; fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationCash (the Group's own funds)
Funding arrangementsThe Group's own funds. No new external financing will be obtained.
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 methodologyDiscounted cash flow method
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. Other details regarding the management structure after the acquisition, the corporate name, representative, and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| 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 | 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 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | €1.731 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | €1.585 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | €616 thousand (total equity; fiscal year ended December 2025) |
| Type of Consideration | Cash (the Group's own funds) |
| Number of shares acquired | All shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | After 100% (following AlphaTheta's acquisition of all shares) (before not disclosed) |
| Funding arrangements | The Group's own funds. No new external financing will be obtained. |
| 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. |
| Execution Date / Effective Date | 3 August 2026 (completed) |
| Valuation methodology | Discounted cash flow method |
| 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. Other details regarding the management structure after the acquisition, the corporate name, representative, and treatment of employees: Not disclosed |
Items this document does not state (13)
Counterparty nameAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateSpecial 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 Company has not disclosed the purpose or business rationale for acquiring MAVEN. It explained that the acquisition price was determined with reference to a share valuation report prepared by an independent third-party institution.
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