Worth reading
39Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)アタラ株式会社
Disclosing companyYRGLM Inc.
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, data management and systems solutions
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 priceNo shares, cash or other consideration will be allotted
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated)
Merger ratio/share exchange ratioNot applicable. This is an absorption-type merger in which the Company will be the surviving company and Atara will be the dissolved company.
Impact on Business Performance
As this is a merger with the Company’s wholly owned subsidiary, the impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for the Company and as a short-form merger under Article 784, Paragraph 1 of the same Act for Atara, and will be carried out without obtaining approval of the merger agreement at a shareholders’ meeting.
Management structure after acquisitionThere will be no changes to the Company’s corporate name, location, titles or names of its representative, business operations, capital or fiscal year-end as a result of the merger. Atara will be dissolved. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | アタラ株式会社 |
| Name of the Subject Company | アタラ株式会社 |
| Business Description of the Subject Company | Marketing consulting, data management and systems solutions |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥47 million |
| Date of Establishment of the Subject Company | 10 September 2009 |
| Net Sales of the Subject Company | ¥556 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥39 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of ¥38 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥128 million (fiscal year ended December 2025) |
| Acquisition price | No shares, cash or other consideration will be allotted |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable. This is an absorption-type merger in which the Company will be the surviving company and Atara will be the dissolved company. |
| Voting rights ownership percentage | Before 100% (YRGLM Inc.) (after not disclosed) |
| Impact on Business Performance | As this is a merger with the Company’s wholly owned subsidiary, the impact on consolidated results will be immaterial. |
| Date of board resolution | 10 July 2026 |
| Contract Date | 10 July 2026 (date of execution of the basic agreement); 5 August 2026 (scheduled date of execution of the definitive agreement) |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | The merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for the Company and as a short-form merger under Article 784, Paragraph 1 of the same Act for Atara, and will be carried out without obtaining approval of the merger agreement at a shareholders’ meeting. |
| Management structure after acquisition | There will be no changes to the Company’s corporate name, location, titles or names of its representative, business operations, capital or fiscal year-end as a result of the merger. Atara will be dissolved. Employee treatment: Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.The Company determined that it was necessary to fully integrate the organizations, systems, human resources and other management resources of the two companies in order to maximize and quickly realize synergies with Atara and accelerate decision-making. Another objective is to establish a structure capable of providing an integrated range of services, from supplying tools through to supporting data utilization and operations.
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