Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
477
¥100 millionWording
Conditional
How definitive the wording is.This transaction
Share acquisition under this transactionCounterpartyCETP Ⅳ Investment 7 S.à r.l, Livingbridge Enterprise, Other shareholders
Disclosing companyYAMAHA CORPORATION
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
A holding company for a corporate group centered on Disguise, which provides software and media servers used to design and control event productions
Location London, United KingdomShare capital £11,327Date of incorporation 26 February 2021
Net Sales£60.014 million (fiscal year ended December 2025)
Operating profit-£0.769 million (fiscal year ended December 2025, operating profit after consolidation adjustments)
Net income for the current fiscal year-£36.364 million (fiscal year ended December 2025)
Net assets-£160.214 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceConsideration for the share acquisition: £215 million (approximately ¥46.1 billion). The final acquisition price is expected to be determined on the date the share acquisition is completed.
Expenses other than the acquisition priceAdvisory fees and other costs (estimated): ¥1.6 billion. In addition, repayment of approximately ¥3.2 billion in bank borrowings
Impact on Business Performance
The impact on the consolidated results is currently under review. The company states that it will promptly disclose any matters that require disclosure in the future.
Procedures and assumptions
Management structure after acquisitionThe company states that it will pursue business development that leverages the strengths of both companies while respecting Disguise's distinctiveness, brand, and relationships with customers and partners. The corporate name, representative, and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share acquisition under this transaction |
| Counterparty name | CETP Ⅳ Investment 7 S.à r.l, Livingbridge Enterprise, Other shareholders |
| Name of the Subject Company | Butterfly Topco Limited |
| Business Description of the Subject Company | A holding company for a corporate group centered on Disguise, which provides software and media servers used to design and control event productions |
| Location of the Subject Company | London, United Kingdom |
| Capital Stock of the Subject Company | £11,327 |
| Date of Establishment of the Subject Company | 26 February 2021 |
| Net Sales of the Subject Company | £60.014 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | -£0.769 million (fiscal year ended December 2025, operating profit after consolidation adjustments) |
| Net Income of the Subject Company | -£36.364 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | -£160.214 million (fiscal year ended December 2025) |
| Acquisition price | Consideration for the share acquisition: £215 million (approximately ¥46.1 billion). The final acquisition price is expected to be determined on the date the share acquisition is completed. |
| Expenses other than the acquisition price | Advisory fees and other costs (estimated): ¥1.6 billion. In addition, repayment of approximately ¥3.2 billion in bank borrowings |
| Number of shares acquired | 1,132,964 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Impact on Business Performance | The impact on the consolidated results is currently under review. The company states that it will promptly disclose any matters that require disclosure in the future. |
| Date of board resolution | 13 November 2026 |
| Contract Date | 13 November 2026 |
| Execution Date / Effective Date | December 2026 (予定) |
| Management structure after acquisition | The company states that it will pursue business development that leverages the strengths of both companies while respecting Disguise's distinctiveness, brand, and relationships with customers and partners. The corporate name, representative, and treatment of employees are Not disclosed. |
Items this document does not state (12)
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 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 aim is to expand the business into software and services adjacent to musical instruments and audio equipment by combining Disguise's AVLM integration technology, software, and customer and partner network with YAMAHA CORPORATION's audio technology, product development capabilities, and global sales and customer base. The companies plan to develop products and services in Japan and Asia, pursue cross-selling, and jointly develop integrated solutions for audio, video, and other applications, with the goal of making the live entertainment business a new core business.
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