Yamaha to Acquire Disguise for £215 Million

The agreement was announced on 13 November 2026 in a notice from Yamaha Corporation (opens in a new tab) and a Business Wire release (opens in a new tab) datelined Hamamatsu, Japan, alongside announcements from Disguise (opens in a new tab) and Carlyle (opens in a new tab). Yamaha is the acquirer and is listed on the TSE Prime Market under code 7951. It has decided to acquire all shares of Butterfly Topco Limited, a special purpose company that indirectly holds all issued shares of Disguise Technologies Limited of London. The decision and the conclusion of the agreement are both dated 13 November 2026.

A single purchase of the Disguise parent company

Rather than buying Disguise’s operating companies one at a time, Yamaha purchases the parent. The notice describes Butterfly Topco Limited as a holding company for a group of companies centred on Disguise, a provider of software and media servers for the design and control of event productions. Butterfly Topco was established on 26 February 2021, has share capital of GBP 11,327 and is located in London, with Fernando Küfer as its director. Yamaha will acquire 1,132,964 shares, moving from 0 shares and 0.0% of the voting rights to 1,132,964 shares and 100.0%. Because the shares sit above the operating group, one transaction brings the whole Disguise business into Yamaha, which is why both companies state that Disguise will become a wholly owned subsidiary of Yamaha Corporation.

Three groups of shareholders on the selling side

The notice lists the shareholders of Butterfly Topco by ownership: CETP IV Investment 7 S.à r.l holds 58.16%, Livingbridge Enterprise holds 5.64% and other shareholders hold 36.20%. CETP IV Investment 7 S.à r.l is a Luxembourg holding company established on 19 February 2021 and wholly owned by CETP IV Participations S.à r.l., SICAR. Carlyle announced on the same day that it has agreed to sell Disguise to Yamaha, and Andrew Tan, a Managing Director in the Carlyle Europe Technology Partners investment advisory team, thanked the entire Disguise team for their dedication and partnership. Yamaha states that it has no capital, personnel or business relationship with any of these counterparties, and that none of them is a related party of Yamaha.

Yamaha’s notice states the consideration for the transaction as £215 million, approximately JPY 46.1 billion. The notice defines the figure as the aggregate acquisition consideration for the ordinary shares and the Shareholder Loan Notes, so it covers both the equity and the loan notes held by the selling shareholders. The yen amount is converted at £1 = JPY 214. Yamaha also states that the final acquisition consideration is expected to be determined on the closing date of the transaction, which is scheduled for December 2026.

A total outlay of JPY 47.7 billion including advisory fees

Beyond the consideration itself, the notice itemises two further amounts. Advisory fees and similar costs are anticipated at JPY 1.6 billion, bringing the total to JPY 47.7 billion. In addition, approximately JPY 3.2 billion is expected to be paid to repay the bank borrowings incurred in connection with the transaction. Setting these amounts out in one place gives Yamaha’s shareholders a full picture of the funds committed before the transaction completes.

A price set beside JPY 147,845 million of cash

Yamaha’s second-quarter results, published on 5 November 2026, show cash and cash equivalents of JPY 147,845 million at 30 September 2026, up from JPY 108,952 million at 31 March 2026. Total equity stood at JPY 506,628 million and total assets at JPY 654,912 million. The Deal data workbook later in this report sets the price against Yamaha’s cash, equity and annual revenue, and against Disguise’s net sales and EBITDA, with every input traced to a primary source and every ratio computed by the page. Yamaha states that the impact of the transaction on its consolidated financial results is under review and that it will promptly disclose any matters that require disclosure.

Carlyle announced on 13 November 2026 that it has agreed to sell Disguise to Yamaha Corporation, subject to customary regulatory approvals, with closing expected in December 2026. Carlyle describes Disguise as a leading global provider of 3D visualization software and hardware technology for live events, virtual production, broadcast and location-based experiences. According to Carlyle, the company combines proprietary software, high-performance hardware, and creative and technical services to support the delivery of sophisticated visual experiences.

From live entertainment into virtual production and broadcasting

Carlyle states that, since its investment in 2021, Disguise has expanded beyond its traditional live entertainment market into location-based experiences, virtual production and broadcasting, diversifying its revenue streams and securing major partnerships. The release credits a combination of organic growth and strategic M&A, including four acquisitions: Meptik, Polygon Labs, Mapping Matter and Previz. These strengthened the company’s proprietary technology, software capabilities and creative services offering. Carlyle also notes that it supported international expansion, broadening the company’s global reach and commercial presence, and backed continued investment in the software platform, including cloud-based collaboration tools and other creative-focused software products.

Revenue more than tripled and EBITDA margins rose substantially

The release states that during Carlyle’s ownership Disguise has more than tripled its revenue and substantially increased its EBITDA margins. Küfer makes the same point in his own words, saying that Carlyle’s strategic investment has allowed Disguise to triple in size. Disguise’s chief financial officer, Ryan Sklar, says on the company’s leadership page that over the last five years he has helped triple the size of the business, expand the global office footprint and secure Disguise’s first round of private equity investment. The same page records that Küfer attracted majority backing from Carlyle, with Epic Games taking a minority stake.

A company that began with Massive Attack and U2 shows

Disguise’s own account of its beginning is a live-show story. The company says it started in live shows, reinventing what was possible in stage performance for bands like Massive Attack and U2. Its leadership page records that founder Ashraf Nehru co-founded United Visual Artists in 2003, a London-based art practice, which led to the creation of d3 Technologies in May 2010, later renamed Disguise. Nehru created a pioneering 3D visualizer that paved the way for the current Designer software, and he remains part of the Disguise board.

Disguise describes itself as one integrated system of software, hardware and services for visual experiences, and the product at its centre is Designer. According to the company, Designer creates a digital replica of the production environment where teams design, visualise, sequence and control content for any project. It is presented as a toolkit for winning pitches, creating camera fly-throughs, validating content, testing technical setups and designing entire experiences. Yamaha’s notice describes the same logic from the buyer’s side: systems that integrate video, audio, lighting and other elements, providing an end-to-end workflow from pre-production content design to synchronized playback and real-time control during live events.

Spatial mapping, playback and real-time engines in one project

Inside Designer, the visualiser offers Schematic, Heatmaps and Lux renderers and supports OpenVR so that teams can step into a simulated show. Spatial mapping covers LED screens, projectors, UV mapping and dynamic blends between projectors, and Single Large Canvas creates a projection canvas that breaks the 16,000 codec pixel resolution limit. Playback supports NotchLC, ProRes and HAP codecs as well as image sequences and HTML5 content. Real-time engines connect through RenderStream (opens in a new tab), Disguise’s architecture for controlling and visually integrating real-time content engines, which transports rendering information between Disguise and engines including Unreal Engine, Unity and TouchDesigner and distributes render power across Disguise RX render nodes through cluster rendering.

Timeline, control and tracking tools used on show day

On show day the Designer timeline sequences video, audio and lighting cues. SockPuppet gives full control of layers and parameters from a lighting desk or OSC application, Multi-Edit lets several users edit a project at once and Multi-Transport runs multiple timelines that each respond to their own external cues. Designer controls DMX lighting protocols, synchronises content playback to SMPTE timecode, MIDI and OSC, and supports FreeD and major tracking systems including Blacktrax, Ncam, Mo-Sys and Stype. Disguise’s hardware ranges, the VX, GX and EX media servers and the RX range of render nodes, run this workload, and the Fabric network switch connects VX and RX servers.

Software plans from $99 a month to $15,000 a year

Disguise publishes its software prices. The X Series (opens in a new tab) puts the Designer workflow on a customer’s own Windows hardware through a portable licence dongle. X1 is $6,000 per user per year with one 4K DCI output, X2 is $10,000 with two outputs and X3 is $15,000 with three, and all three give the same Designer tools and workflow. X1 and X2 are also available monthly, from $600 and $1,000 per user respectively. Each licence includes training, 24/7 support and free lifetime software updates. Mapping Matter (opens in a new tab), the technical design application for projection and LED, starts at $99 per user per month or $1,068 per user per year. Together the plans give individual designers and full production teams an entry point into the platform.

Yamaha’s notice gives two measures of Disguise’s reach: products and services in more than 100 countries and a network of over 400 partners. Disguise’s own about page (opens in a new tab) adds a community of artists and technologists in over 115 countries and describes the platform as the world’s number one visual experience platform, a description the company applies to itself. The common thread is breadth. A system that began in concert touring is now used at live events, sports facilities, theme parks and immersive entertainment venues, according to Yamaha, and across virtual production and broadcast, according to Carlyle.

Productions and venues the companies name

The announcements name a clear set of references. Disguise technology powers tours by Beyoncé, Taylor Swift and Bad Bunny and venues including the Burj Khalifa in Dubai, the Stade de France in Paris and Tottenham Hotspur Stadium in London. Carlyle’s release names Disney, Snapchat, Netflix and ESPN among the entertainment companies, brands and studios Disguise powers, along with the Sydney Opera House. Disguise lists films including Project Hail Mary and Top Gun: Maverick, Netflix House, The Milken Center for Advancing the American Dream in Washington DC, and Broadway and West End productions including Disney’s Hercules. On its about page the company recalls Katy Perry’s xR moment on American Idol, which it says enthralled 9 million viewers, and it states that the platform has won two Emmy Awards and the Queen’s Award for Enterprise Innovation.

Three years of UK GAAP figures from Yamaha’s notice

The notice includes consolidated operating results for Butterfly Topco on a UK GAAP basis, in thousands of pounds. Consolidated net sales were £67,164 thousand for the year ended December 2023, £67,247 thousand for 2024 and £60,014 thousand for 2025. Consolidated EBITDA, defined in the notice as operating profit plus depreciation and amortisation of goodwill and intangible assets, was £7,626 thousand, £5,196 thousand and £4,620 thousand over the same three years. Carlyle’s statement that Disguise has more than tripled its revenue measures the period from its investment in 2021, while the notice reports the three most recent financial years, so the two statements describe different windows of the same business.

Yamaha Corporation was founded in 1887 and describes itself as a global leader in manufacturing musical instruments and audio products, while growing services related to sound and music. The Yamaha Group operates approximately 60 subsidiaries worldwide and serves millions of customers across six continents. Its Medium-Term Management Plan, Rebuild & Evolve, runs from April 2025 to March 2028 and rests on three pillars: rebuilding a strong business foundation, evolving to create the future, and strengthening the management foundation.

Evolving to create the future: adjacent areas, software and services

The second pillar is where Disguise fits. Yamaha states that it aims to create new customer experiences and cultivate future core businesses by expanding into areas adjacent to its musical instruments and audio equipment businesses, and into new business and market domains. Within that, the company is working to create new experiential value by expanding into software and services in addition to providing hardware products, and it views the creation of emotionally engaging experiences across entire spaces, with sound as the starting point, as a key growth area in live entertainment, sports and other settings. The notice adds that demand in these entertainment markets has grown for more immersive experiences, and that technologies that integrate audio, video, lighting and media, which it abbreviates as AVLM, are becoming increasingly important.

A first half of JPY 237.9 billion in revenue gives the plan a steady base

Yamaha published its second-quarter results on 5 November 2026. Revenue for the six months to 30 September 2026 was JPY 237.9 billion, up 9.9% on the same period a year earlier, with core operating profit of JPY 22.3 billion and net profit of JPY 18.7 billion. Overseas revenue was JPY 181.2 billion, 76.2% of the total. The full-year projection for the fiscal year ending March 2027 is revenue of JPY 490.0 billion and core operating profit of JPY 40.0 billion, following revenue of JPY 465.3 billion in the fiscal year ended March 2026. At 30 September 2026 Yamaha had 17,941 employees and 463,000,000 shares issued, including treasury shares.

Audio equipment, the segment closest to Disguise, generated JPY 70.8 billion

Disguise’s closest neighbour in Yamaha’s portfolio is the Audio Equipment segment, which generated revenue of JPY 70.8 billion in the six months to 30 September 2026 with core operating profit of JPY 7.0 billion. Yamaha reports that revenue for professional-use audio equipment was roughly in line with the previous year, reflecting a recovery in the Japanese and U.S. markets, and that mobility-use audio equipment achieved double-digit revenue growth. The briefing highlights the DM5 series digital mixer among its new professional products, a digital mixing console that offers superior sound quality, intuitive operation and professional-grade control capabilities in a compact design.

Both companies give the same timetable. Yamaha’s notice schedules completion for December 2026 and states that the transaction is subject to customary closing conditions, and Carlyle adds that customary regulatory approvals apply. Upon completion Disguise becomes a wholly owned subsidiary of Yamaha Corporation, and the final acquisition consideration is determined on the closing date. Yamaha states that it will promptly disclose any matters that require disclosure as they arise.

A brand, a team and a set of relationships that continue

Continuity is stated in both announcements. Yamaha intends to preserve Disguise’s identity, brand and relationships with customers and partners while supporting its growth, and Disguise states that its brand, identity and relationships will be preserved and that Disguise will become a new pillar alongside Yamaha’s existing business. Customers and partners will continue to work with the same Disguise teams. Küfer says that Yamaha is committed to investing in Disguise’s people, platform and partners, which for customers means more ways to create, more support and a partner investing in where live and immersive entertainment go next.

Growth planned across the Americas, Europe, the Middle East and Asia

The companies plan to accelerate growth across the Americas, Europe and the Middle East while drawing on Yamaha’s presence in Japan and across Asia. Yamaha’s notice describes the product plan in three parts: expanding the reach of Disguise’s products and services, promoting sales of both companies’ products and services, and jointly developing products and solutions with more advanced integration of audio, video and other elements. It also names the venue and creator opportunities it is pursuing, including sports arenas, venues for live performances and concerts, and entertainment that draws on creators and intellectual property such as VOCALOID.