Worth reading
78Important
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
641
¥ million (expected extraordinary loss on a non-consolidated basis)Wording
Conditional
How definitive the wording is.This transaction
This share transferCounterparty売れるネット広告社グループ株式会社
Disclosing companyAdways Inc.
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.
Target company
Internet advertising business, Internet advertising business
Location Huangpu District, Shanghai, Hong KongShare capital 1,000,000 USD, 5,600,000 USDDate of incorporation February 2007, February 2007
Net Sales¥506 million (fiscal year ended December 2025), ¥387 million (fiscal year ended December 2025)
Operating profit¥17 million loss (fiscal year ended December 2025), ¥15 million (fiscal year ended December 2025)
Net income for the current fiscal year¥20 million loss (fiscal year ended December 2025), ¥34 million (fiscal year ended December 2025)
Net assets¥25 million (fiscal year ended December 2025), ¥316 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationCash
Amount of extraordinary income (loss)The Company expects to recognize an extraordinary loss of approximately ¥641 million on a non-consolidated basis in the fiscal year ending December 2026
Impact on Business Performance
The Company expects to recognize an extraordinary loss of approximately ¥641 million on a non-consolidated basis. The impact on consolidated results is currently expected to be immaterial and has been incorporated into the consolidated earnings forecast for the fiscal year ending December 2026
Procedures and assumptions
Valuation methodologyComprehensively considering the target companies' profitability and outlook for future cash flows
Management structure after acquisitionFollowing the share transfer, the Company will maintain its collaborative relationship with Ureru Net Advertising Group Co.,Ltd. as part of the Group and support the smooth operation of the businesses by combining the business foundations of the Company's Chinese subsidiaries with the marketing resources of Ureru Net Advertising Group Co.,Ltd.
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | 売れるネット広告社グループ株式会社 |
| Name of the Subject Company | 愛徳威広告(上海)有限公司, ADWAYS ASIA HOLDINGS LIMITED |
| Business Description of the Subject Company | Internet advertising business, Internet advertising business |
| Location of the Subject Company | Huangpu District, Shanghai, Hong Kong |
| Capital Stock of the Subject Company | 1,000,000 USD, 5,600,000 USD |
| Date of Establishment of the Subject Company | February 2007, February 2007 |
| Net Sales of the Subject Company | ¥506 million (fiscal year ended December 2025), ¥387 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥17 million loss (fiscal year ended December 2025), ¥15 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥20 million loss (fiscal year ended December 2025), ¥34 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥25 million (fiscal year ended December 2025), ¥316 million (fiscal year ended December 2025) |
| Type of Consideration | Cash |
| Number of shares acquired | ADWAYS CHINA: 100.0% of equity interests; ADWAYS ASIA: 1,000,000 shares (no statement of 1,000,000 corresponding voting rights, with a voting rights ownership ratio of 100.0%) |
| Voting rights ownership percentage | Before 100.0％ → after 0％ |
| Amount of extraordinary income (loss) | The Company expects to recognize an extraordinary loss of approximately ¥641 million on a non-consolidated basis in the fiscal year ending December 2026 |
| Impact on Business Performance | The Company expects to recognize an extraordinary loss of approximately ¥641 million on a non-consolidated basis. The impact on consolidated results is currently expected to be immaterial and has been incorporated into the consolidated earnings forecast for the fiscal year ending December 2026 |
| Date of board resolution | 30 April 2026 |
| Contract Date | 30 April 2026 |
| Execution Date / Effective Date | 1 May 2026 (planned) |
| Valuation methodology | Comprehensively considering the target companies' profitability and outlook for future cash flows |
| Management structure after acquisition | Following the share transfer, the Company will maintain its collaborative relationship with Ureru Net Advertising Group Co.,Ltd. as part of the Group and support the smooth operation of the businesses by combining the business foundations of the Company's Chinese subsidiaries with the marketing resources of Ureru Net Advertising Group Co.,Ltd. |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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 Company determined that business opportunities and growth potential would expand by combining Ureru Net Advertising Group Co.,Ltd.'s expertise in marketing support with the local networks and advertising management capabilities of the Company's Chinese subsidiaries. In addition, after comprehensively considering the profitability and future cash flows of both companies, the Company determined that their value to the Group was limited.
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