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M&A and Subsidiary Changes3690YRGLM Inc.Information and Communications, Services and Others

Notice of Execution of a Basic Agreement on a Share Transfer Agreement Involving a Change in Subsidiaries and Other Affiliates

イルグルム has entered into a basic agreement and begun discussions with a view to acquiring 4,710 shares of アタラ株式会社 and making it a wholly owned subsidiary in terms of voting rights. The acquisition price has not been determined, and the final decision on whether to proceed with the share transfer will be made after due diligence.

Worth reading
48Recurring
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
100
Voting rights ownership ratio (after the change)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share acquisition
CounterpartyIshinaga Takashi (石永 孝士)
Disclosing companyYRGLM Inc.
アタラ株式会社Voting rights ownership percentageNumber of shares acquired 4,710 shares (number of voting rights: 4,710)

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.White points represent dates designated as scheduled dates in the document.
Target company

Marketing consulting business Data management business Systems solutions business

Location Shinjuku-ku, TokyoShare capital ¥47 millionDate of incorporation 10 September 2009
Net Sales¥556 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥39 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥38 million (fiscal year ended December 2025)
Net assets¥128 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceCurrently undetermined because discussions are ongoing. We will promptly disclose the acquisition price once the Board of Directors has passed a resolution on the execution of the share transfer agreement.
Impact on Business Performance

アタラ株式会社 is expected to become a consolidated subsidiary of the Company from the fourth quarter of the fiscal year ending September 2026. The impact of this share acquisition on the Company’s full-year consolidated results for the fiscal year ending September 2026 is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionFollowing due diligence and other procedures, the Company plans to make a final decision on whether to proceed with the share transfer. The execution of the share transfer agreement is expected to be approved by the Board of Directors.
Management structure after acquisitionアタラ株式会社 is expected to become a consolidated subsidiary of the Company from the fourth quarter of the fiscal year ending September 2026. The corporate name, representative, and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameIshinaga Takashi (石永 孝士)
Name of the Subject Companyアタラ株式会社
Business Description of the Subject CompanyMarketing consulting business Data management business Systems solutions business
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥47 million
Date of Establishment of the Subject Company10 September 2009
Net Sales of the Subject Company¥556 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥39 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of ¥38 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥128 million (fiscal year ended December 2025)
Acquisition priceCurrently undetermined because discussions are ongoing. We will promptly disclose the acquisition price once the Board of Directors has passed a resolution on the execution of the share transfer agreement.
Number of shares acquired4,710 shares (number of voting rights: 4,710)
Voting rights ownership percentageBefore 0.00% → after 100%
Impact on Business Performanceアタラ株式会社 is expected to become a consolidated subsidiary of the Company from the fourth quarter of the fiscal year ending September 2026. The impact of this share acquisition on the Company’s full-year consolidated results for the fiscal year ending September 2026 is currently under review.
Date of board resolution19 May 2026
Contract DateBasic agreement: 19 May 2026; share transfer agreement: 12 June 2026 (予定)
Execution Date / Effective Date30 June 2026 (予定)
Conditions Precedent to ExecutionFollowing due diligence and other procedures, the Company plans to make a final decision on whether to proceed with the share transfer. The execution of the share transfer agreement is expected to be approved by the Board of Directors.
Management structure after acquisitionアタラ株式会社 is expected to become a consolidated subsidiary of the Company from the fourth quarter of the fiscal year ending September 2026. The corporate name, representative, and treatment of employees: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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.

As advances in AI technology drive the in-house management of advertising, the parties aim to support client companies in bringing these functions in-house by combining アタラ株式会社’s specialized expertise in marketing strategy and advertising operations with the Company’s Campaign Manager. They also aim to pursue cross-selling by leveraging the customer bases of both companies, strengthen product competitiveness, improve customer lifetime value, and expand the scale of the business.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Execution of a Basic Agreement on a Share Transfer Agreement Involving a Change in Subsidiaries and Other Affiliates | YRGLM Inc. (3690) timely disclosure | Komori