Notice concerning the capital and business alliance with ITOCHU Corporation, the issuance of new shares and disposal of treasury shares through a third-party allotment, and changes in the major shareholder, largest shareholder and other affiliated company
Adways Inc., ITOCHU Corporation, Okamura Haruhisa (岡村陽久) and Yamada Sho (山田翔)
Advertising delivery systems, advertising products, the internet advertising business and new businesses related to the power sector
To respond to customer needs, expand the business scale, diversify the earnings base and secure the funding base needed for investment in new businesses amid rapid changes in the digital advertising and AI-related markets.
The specific amount of the impact is not disclosed. The specific impact on results for the fiscal year ending December 2026 is expected to be limited.
Fiscal year ending December 2026 (impact on results)
The specific impact of this third-party allotment on results for the fiscal year ending December 2026 is expected to be limited.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
ITOCHU Corporation: 40,006 voting rights (10.24%, No. 2 as of 30 June 2026). Okamura Haruhisa (岡村陽久): 81,493 voting rights (20.86%, No. 1 as of the same date).
ITOCHU Corporation: 86,244 voting rights (20.44%, No. 1). Okamura Haruhisa (岡村陽久): 73,993 voting rights (17.54%, No. 2). The changes are scheduled for 20 November 2026.
The third-party allotment payment and share transfers are scheduled for 20 November 2026. The funds raised are scheduled to be allocated as follows: ¥398 million for advertising delivery systems and advertising products, and ¥700 million for new businesses related to the power sector. The company states that the transaction will contribute to enhancing corporate value over the medium to long term.
If any matters requiring further disclosure arise, they will be announced promptly once identified.
| Item | Details |
|---|---|
| Event name | Notice concerning the capital and business alliance with ITOCHU Corporation, the issuance of new shares and disposal of treasury shares through a third-party allotment, and changes in the major shareholder, largest shareholder and other affiliated company |
| Date of occurrence | 4 November 2026 (date of board resolution and execution of the capital and business alliance agreement). The scheduled date for the share issuance, share transfers and changes in shareholders is 20 November 2026. |
| Subject Entity | Adways Inc., ITOCHU Corporation, Okamura Haruhisa (岡村陽久) and Yamada Sho (山田翔) |
| Target Locations / Products | Advertising delivery systems, advertising products, the internet advertising business and new businesses related to the power sector |
| Cause | To respond to customer needs, expand the business scale, diversify the earnings base and secure the funding base needed for investment in new businesses amid rapid changes in the digital advertising and AI-related markets. |
| Amount of Impact on Business Performance | The specific amount of the impact is not disclosed. The specific impact on results for the fiscal year ending December 2026 is expected to be limited. |
| Accounting period in which recognized | Fiscal year ending December 2026 (impact on results) |
| Impact on Earnings Forecast | The specific impact of this third-party allotment on results for the fiscal year ending December 2026 is expected to be limited. |
| Voting rights ownership percentage before the change | ITOCHU Corporation: 40,006 voting rights (10.24%, No. 2 as of 30 June 2026). Okamura Haruhisa (岡村陽久): 81,493 voting rights (20.86%, No. 1 as of the same date). |
| Voting rights ownership percentage after the change | ITOCHU Corporation: 86,244 voting rights (20.44%, No. 1). Okamura Haruhisa (岡村陽久): 73,993 voting rights (17.54%, No. 2). The changes are scheduled for 20 November 2026. |
| Outlook | The third-party allotment payment and share transfers are scheduled for 20 November 2026. The funds raised are scheduled to be allocated as follows: ¥398 million for advertising delivery systems and advertising products, and ¥700 million for new businesses related to the power sector. The company states that the transaction will contribute to enhancing corporate value over the medium to long term. |
| Planned follow-up disclosure | If any matters requiring further disclosure arise, they will be announced promptly once identified. |
Items this document does not state (13)
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.To respond to rapid changes in the digital advertising and AI-related markets by strengthening execution resources for digital marketing, providing support alongside customers and expanding the business scale through industry consolidation. The company also aims to secure the funding base needed to diversify its earnings base, including investment in new businesses related to the power sector, and to build a long-term, robust partnership with ITOCHU Corporation.