CyberStep Holdings has unwound the ¥1.25bn acquisition of contact-centre operator 3rd that it completed only seven months earlier, and disclosed that it broke timely-disclosure rules along the way.
The Tokyo Stock Exchange-listed company (ticker 3810) closed its purchase of 3rd, a telemarketing business, on 14 January 2026 for ¥1.25bn, aiming to combine 3rd's call-centre know-how with the data and communication tools CyberStep built in online-game development.
Before closing, due-diligence work and CyberStep's own monthly tracking showed 3rd's results falling short of its business plan, and the company's auditor questioned the agreed price. Rather than walk away, CyberStep signed two side memoranda with the seller: one on 10 December 2025 allowing a price cut within a year of closing if 3rd missed its plan, and one on 13 January 2026 requiring the seller to set aside funds equal to the full purchase price for the same period. CyberStep judged at the time that neither memorandum was material enough to disclose.
| Date | Event |
|---|---|
| 3 October 2025 | Basic agreement signed with the seller |
| 20 October 2025 | Share transfer agreement signed |
| 10 December 2025 | Memorandum allowing a post-closing price cut, not disclosed at signing |
| 13 January 2026 | Memorandum requiring the seller to secure funds equal to the price, not disclosed at signing |
| 14 January 2026 | Deal closes; CyberStep pays ¥1.25bn for 100% of 3rd |
| 14 July 2026 | Board approves cancellation agreement with full refund terms |
| 27 July 2026 | Seller returns ¥1.25bn in full; CyberStep returns all shares of 3rd |
That judgment did not hold up. An outside law firm retained by CyberStep later told the company both memoranda amounted to material changes to an already-disclosed contract and should have been disclosed when signed. CyberStep has accepted the finding. It says it will now share any amendment or memorandum tied to a disclosed contract internally in advance, have lawyers confirm whether disclosure is required, route the question through its IR, legal, corporate-planning and finance departments together, and consult outside experts when the answer is unclear.
An independent financial adviser's review in February and March found that 3rd's original plan, built on continued revenue growth, a large headcount increase and improving cost ratios, needed a more conservative rework given how fast AI call-centre technology was displacing traditional, labour-heavy operations. Rather than renegotiate the price down, CyberStep chose to cancel outright: its board approved the cancellation agreement on 14 July 2026, and the seller returned the full ¥1.25bn by 27 July in exchange for all of 3rd's shares. CyberStep had initially booked the entire ¥1.25bn as a bad-debt provision in its year-end results because the refund timing was not yet certain when it reported; it corrected that provision on 31 July once the money arrived. The company says it has no current plan to buy 3rd again.