Sony Music Entertainment has agreed to buy a 23.29% voting stake in GungHo Online Entertainment, becoming the Tokyo-listed game company's largest shareholder as part of a new content alliance the two companies announced on August 28, 2026.
Under the deal, SON Financial G.K., an asset-management firm and GungHo's current largest shareholder, will sell its entire holding of 12,006,500 GungHo shares to Sony Music Entertainment (SME) in an off-exchange, negotiated transaction. The price is ¥2,385 a share, for a total of ¥28.64bn (¥28,635,502,500). The stake equals 22.93% of GungHo's shares outstanding excluding treasury stock, and 23.29% of total voting rights, based on the 515,463 voting units GungHo had outstanding as of June 30, 2026. Delivery is scheduled for December 30, 2026.
| Item | Detail |
|---|---|
| Seller | SON Financial G.K., GungHo's current largest shareholder |
| Buyer | Sony Music Entertainment (wholly owned by Sony Group) |
| Shares transferred | 12,006,500 common shares |
| Price per share | ¥2,385 |
| Total value | ¥28.64bn (¥28,635,502,500) |
| Stake acquired | 22.93% of shares outstanding (ex-treasury); 23.29% of voting rights |
| Planned closing | December 30, 2026 |
Because the purchase exceeds the 5% voting-rights threshold and happens off-market, Japanese securities law treats it as a purchase "deemed equivalent to a tender offer" under Article 167 of the Financial Instruments and Exchange Act, which triggers public disclosure even though no formal tender offer is being launched. Closing is also conditioned on antitrust clearance: the deal requires SME to notify the Japan Fair Trade Commission under the Antimonopoly Act, with completion depending on the statutory waiting period lapsing and the JFTC confirming it will not issue an exclusion order.
The share sale comes bundled with a business alliance. GungHo and SME plan to explore joint development and operation of GungHo's smartphone, console, and PC titles, collaboration projects, and new games built around SME group intellectual property, though both sides say the specifics are still being worked out. SME has also secured governance strings. From signing until closing, GungHo needs SME's written consent before any share issuance, split, or consolidation that would push SME's post-closing stake below 22.65%. A separate consent right, covering the start, change, or end of third-party alliances that would materially disrupt the GungHo-SME tie-up, takes effect only once the sale closes. SME additionally gets a standing right to subscribe for new shares to maintain its ownership percentage, excluding stock issued as employee compensation. Both post-closing terms are suspended if SME's group voting stake later falls below 15%. GungHo describes the governance impact of these terms as minor, and SME has confirmed it will respect GungHo's independence as a listed company.
The ownership shakeup also clears entries from GungHo's related-party register. SON Financial will cease to qualify as GungHo's major shareholder, and Belleisle Japan, another asset-management firm that held an indirect stake through SON Financial, will cease to qualify as an other related company, once the sale closes. In their place, SME becomes GungHo's largest shareholder, and Sony Group, which owns SME outright, becomes a newly disclosed "other related company".
SME itself is a sizeable but unlisted media business: for the year ended March 2026 it reported revenue of ¥67.1bn, operating profit of ¥24.1bn, and net income of ¥24.3bn, on total assets of ¥415bn. GungHo says it expects only a minor near-term effect on its own results from the alliance and will promptly announce any matters that require disclosure as they arise.