Akatsuki enters into capital and business alliance agreements with Sony and Koei Tecmo

Akatsuki has entered into capital and business alliance agreements with Sony Group Corporation and Koei Tecmo Holdings, and conducted a disposition of its treasure stock through third-party allotment, the company announced.

Through this allotment, Akatsuki will allocate 1,400,000 shares of its company to Sony Group (9.87 percent of its total issued shares as of September 30, 2023), and 1,130,000 shares to Koei Tecmo Holdings (7.97 percent).

Get the details below.

I. Alliance Agreements

1. Purpose and Aims of the Alliances

Under its mission to “entertain the world and resonate with creators,” Akatsuki, Inc. (the “Company”) is pivoting on games and has entered the Comics business, aiming to be a company that utilizes digital content to compete globally in the long term.

Since its founding, the Company has been expanding its core games business in Japan and overseas with a focus on mobile gaming. With recent market changes and improvements in handset performance, and presuming business expansion outside of Japan, an increasing number of game titles are being simultaneously developed for use not only with mobile devices but also for use on PCs and home consoles. The mobile gaming market is on the cusp of evolution into a new market of multi-device, multilanguage “live gaming.”

With the above market changes in mind, the Company announced in its “Explanatory Materials for Management Strategy Briefing” in August 2022 that it will invest 20 billion yen in strengthening its game development system and, aiming for more agile and dynamic capital policies as a venture company in the future, the Company conducted a buyback of treasury shares, as noted in its “Announcement of Acquisition of Treasury Shares and Purchase of Treasury Shares through the Off-auction Share Repurchase Trading System (ToSTNeT-3)” of May 15, 2023. Additionally, we have been actively investing in new products, technologies, and human resources, and our consolidated subsidiary Akatsuki Games Inc. (“Akatsuki Games”) held its “Akatsuki Games Now” event for new products in August 2023. Going forward, with the goals of further strengthening our game development capabilities, improving our overseas marketing skills, and creating new content through collaboration, the Company had decided to enter into capital alliances with Sony Group and Koei Tecmo Holdings by the disposition of the Company’s treasury shares, and had agreed as written in “2. Details of Capital and Business Alliances, (2) Details of Business Alliances.”

2. Details of Capital and Business Alliances

(1) Details of Capital Alliances

As a result of the Share Disposition, the Company will provide a total of 5,345,890,000 yen worth of the Company’s common stock (hereafter, the “Shares”) to the subscribers. The Company will allocate 1,400,000 shares to Sony Group (9.87% of the Company’s total issued shares as of September 30, 2023) and will allocate 1,130,000 shares to Koei Tecmo Holdings (7.97% of the Company’s total issued shares as of September 30, 2023).

The Alliance Agreements will establish a collaborative framework between the Company and the subscribers, aiming to further ensure business development and to procure funds for the development of new games through the Company’s consolidated subsidiary. We believe that the implementation of the Alliance Agreements will lead to a long-term increase in corporate value and shareholder value for the Company, thus also contributing to the interests of existing shareholders. In addition, since each subscriber intends to hold the Shares for the long term, we have determined that the number of shares subject to disposition and that the scale of dilution and impact on the secondary market are reasonable in order to achieve these objectives.

For details of the capital alliances with the subscribers, please refer to “II. Disposition of Treasury Shares through Third-Party Allotment” below.

(2) Details of Business Alliances

① Sony Group

The Company will further build relationships with Sony Group and its affiliates to create new business opportunities, aiming to cooperate in overseas market expansion for mobile games, both those currently under development and those to be developed in the future, as well as to collaborate with co-production and development of new IP and content.

② Koei Tecmo Holdings

In addition to game projects already underway, the Company will further build relationships with Koei Tecmo Holdings in the following three areas to create new business opportunities in the future:

• A) Collaboration in development and operation of multi-device next-generation live-ops games
• B) Collaboration on global expansion, marketing, and publishing of live-ops games
• C) Collaboration on new IP, content and services

3. Outline of the Capital and Business Alliance Partners

For an overview of the capital and business alliance partners to whom shares are to be allocated, please refer to “II. Disposal of Treasury Shares through Third-Party Allotment, 6. Reasons for Selecting the Subscribers to the Share Disposition, (1) Overview of the Subscribers to the Share Disposition” below.

4. Alliance Schedule

• (1) Date of Resolution by the Board of Directors on the Alliance Agreements and on the Share Disposition: December 20, 2023
• (2) Date of Conclusion of Alliance Agreements and Share Disposition: December 20, 2023
• (3) Payments due for Share Disposition: January 9, 2024 (planned)
• (4) Commencement of Alliance Agreements: January 9, 2024 (planned)

5. Future Outlook

Please refer to “II. Disposition of Treasury Shares through Third-party Allotment, 8. Future Outlook” below.

Read the rest of the 16-page PDF here.