Termination of a capital and business alliance following a change in a major shareholder, cancellation of certain projects, resignation of an outside director, changes in a major shareholder and the largest shareholder among the major shareholders, and a change in another affiliated company
Marvelous Inc., Image Frame Investment (HK) Limited, Tencent Holdings Limited, outside director Shin Joon Oh, 株式会社アミューズキャピタルインベストメント, and Nakayama Hayao (中山隼雄)
A specific title related to the mobile game adaptation of the “Story of Seasons” IP
The capital and business alliance is being terminated because Image Frame Investment intends to sell its shares in the Company in accordance with the Tencent Holdings Limited group’s review of its investment portfolio and capital allocation policy. Development of the specific title was cancelled after the Tencent group comprehensively considered the business environment, project profitability and other factors.
Specific amount: not disclosed. The impact on the Company’s consolidated results for the fiscal year ending March 2027 is expected to be minor.
Fiscal year ending March 2027
The impact of the series of matters announced today on the Company’s consolidated results for the fiscal year ending March 2027 is expected to be minor.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Image Frame Investment: 121,664 voting rights (12,166,400 shares; 20.01%), ranked No. 1 among major shareholders. Tencent Holdings Limited: 121,664 voting rights subject to aggregation (12,166,400 shares; 20.01%). Nakayama Hayao (中山隼雄): 90,139 voting rights (9,013,900 shares; 14.83%), ranked No. 2. 株式会社アミューズキャピタルインベストメント: 57,055 voting rights (5,705,500 shares; 9.39%), ranked No. 3. Reference date: 31 March 2026.
Image Frame Investment: 5,546 voting rights (554,600 shares; 0.99%), ranked No. 9 among major shareholders. Tencent Holdings Limited: 5,546 voting rights subject to aggregation (554,600 shares; 0.99%). Nakayama Hayao (中山隼雄): 90,139 voting rights (9,013,900 shares; 16.05%), ranked No. 1. 株式会社アミューズキャピタルインベストメント: 57,055 voting rights (5,705,500 shares; 10.16%), ranked No. 2. The post-change percentages are calculated using as the denominator the total number of voting rights as of 31 March 2026, less 46,307 voting rights corresponding to the treasury shares scheduled to be acquired.
Company response
Development by the Tencent group of a specific title related to the mobile game adaptation of the “Story of Seasons” IP
Outside director Shin Joon Oh will resign effective 31 July 2026. The resignation is in connection with the termination of the capital and business alliance with Image Frame Investment.
The Company plans to acquire treasury shares on 3 August 2026. The acquisition is also scheduled to be carried out by SBI Securities Co., Ltd. and a domestic operating company. Although the capital and business alliance agreement will end, the license agreement and other individual agreements related to the mobile game adaptation of the “Story of Seasons” IP will continue, and the license agreement itself will remain in effect.
| Item | Details |
|---|---|
| Event name | Termination of a capital and business alliance following a change in a major shareholder, cancellation of certain projects, resignation of an outside director, changes in a major shareholder and the largest shareholder among the major shareholders, and a change in another affiliated company |
| Date of occurrence | 31 July 2026 (the date of the Board of Directors’ resolution on the capital and business alliance and the termination date of the agreement; the scheduled date for changes in major shareholders and others is 3 August 2026) |
| Subject Entity | Marvelous Inc., Image Frame Investment (HK) Limited, Tencent Holdings Limited, outside director Shin Joon Oh, 株式会社アミューズキャピタルインベストメント, and Nakayama Hayao (中山隼雄) |
| Target Locations / Products | A specific title related to the mobile game adaptation of the “Story of Seasons” IP |
| Cause | The capital and business alliance is being terminated because Image Frame Investment intends to sell its shares in the Company in accordance with the Tencent Holdings Limited group’s review of its investment portfolio and capital allocation policy. Development of the specific title was cancelled after the Tencent group comprehensively considered the business environment, project profitability and other factors. |
| Amount of Impact on Business Performance | Specific amount: not disclosed. The impact on the Company’s consolidated results for the fiscal year ending March 2027 is expected to be minor. |
| Accounting period in which recognized | Fiscal year ending March 2027 |
| Impact on Earnings Forecast | The impact of the series of matters announced today on the Company’s consolidated results for the fiscal year ending March 2027 is expected to be minor. |
| Suspended operations | Development by the Tencent group of a specific title related to the mobile game adaptation of the “Story of Seasons” IP |
| Directors' and officers' liability | Outside director Shin Joon Oh will resign effective 31 July 2026. The resignation is in connection with the termination of the capital and business alliance with Image Frame Investment. |
| Voting rights ownership percentage before the change | Image Frame Investment: 121,664 voting rights (12,166,400 shares; 20.01%), ranked No. 1 among major shareholders. Tencent Holdings Limited: 121,664 voting rights subject to aggregation (12,166,400 shares; 20.01%). Nakayama Hayao (中山隼雄): 90,139 voting rights (9,013,900 shares; 14.83%), ranked No. 2. 株式会社アミューズキャピタルインベストメント: 57,055 voting rights (5,705,500 shares; 9.39%), ranked No. 3. Reference date: 31 March 2026. |
| Voting rights ownership percentage after the change | Image Frame Investment: 5,546 voting rights (554,600 shares; 0.99%), ranked No. 9 among major shareholders. Tencent Holdings Limited: 5,546 voting rights subject to aggregation (554,600 shares; 0.99%). Nakayama Hayao (中山隼雄): 90,139 voting rights (9,013,900 shares; 16.05%), ranked No. 1. 株式会社アミューズキャピタルインベストメント: 57,055 voting rights (5,705,500 shares; 10.16%), ranked No. 2. The post-change percentages are calculated using as the denominator the total number of voting rights as of 31 March 2026, less 46,307 voting rights corresponding to the treasury shares scheduled to be acquired. |
| Outlook | The Company plans to acquire treasury shares on 3 August 2026. The acquisition is also scheduled to be carried out by SBI Securities Co., Ltd. and a domestic operating company. Although the capital and business alliance agreement will end, the license agreement and other individual agreements related to the mobile game adaptation of the “Story of Seasons” IP will continue, and the license agreement itself will remain in effect. |
Items this document does not state (12)
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 alliance is being terminated following Image Frame Investment’s intention to sell its shares in the Company, based on a review of the investment portfolio and capital allocation policy of the Tencent Holdings Limited group, its parent company. The decision to cancel development of the specific title was made by the Tencent group after comprehensively considering the business environment, project profitability and other factors. The outside director’s resignation is in connection with the termination of the alliance.