Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1617362
The Company's common shares (planned)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)ＵＬＳコンサルティング株式会社, Peacemile Technology Co., Ltd., 株式会社アークウェイ
Disclosing companyULS Group,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Strategic IT consulting business, IT consulting business for public-sector organizations, Architecture consulting business
Location Chuo-ku, Tokyo, Chuo-ku, Tokyo, Chuo-ku, TokyoShare capital ¥100 million (as of 30 June 2026), ¥4 million (as of 30 June 2026), ¥10 million (as of 30 June 2026)Date of incorporation 3 October 2011, 5 October 2009, 21 January 2004
Net Sales¥14,591 million (fiscal year ended March 2026, standalone), ¥2,059 million (fiscal year ended March 2026, standalone), ¥276 million (fiscal year ended March 2026, standalone)
Operating profit¥1,079 million (fiscal year ended March 2026, standalone), ¥377 million (fiscal year ended March 2026, standalone), ¥40 million (fiscal year ended March 2026, standalone)
Net income for the current fiscal year¥751 million (fiscal year ended March 2026, standalone; net income attributable to owners of the parent), ¥258 million (fiscal year ended March 2026, standalone; net income attributable to owners of the parent), ¥27 million (fiscal year ended March 2026, standalone; net income attributable to owners of the parent)
Net assets¥5,686 million (fiscal year ended March 2026, standalone), ¥1,024 million (fiscal year ended March 2026, standalone), ¥573 million (fiscal year ended March 2026, standalone)
Consideration and expenses
Type of ConsiderationShares (common shares of the Company; all consideration is scheduled to be paid using treasury shares of the Company)
Merger ratio/share exchange ratioＵＬＳグループ株式会社 (wholly owning parent company in the share exchange):ＵＬＳコンサルティング株式会社 (wholly owned subsidiary in the share exchange) = 1:1,011, ＵＬＳグループ株式会社 (wholly owning parent company in the share exchange):ピースミール・テクノロジー株式会社 (wholly owned subsidiary in the share exchange) = 1:37,342, ＵＬＳグループ株式会社 (wholly owning parent company in the share exchange):株式会社アークウェイ (wholly owned subsidiary in the share exchange) = 1:6,439
Funding arrangementsNo method of financing the acquisition with cash is stated. All shares to be delivered are scheduled to be provided from the Company's treasury shares, and no new shares are scheduled to be issued.
Impact on Business Performance
The Company expects this share exchange to have a minor impact on its consolidated results. If any matters requiring disclosure arise in the future, the Company will promptly announce them.
Procedures and assumptions
Valuation methodologyＵＬＳコンサルティング, ピースミール・テクノロジー and アークウェイ: discounted cash flow method, ＵＬＳグループ株式会社: market price method
Independent valuation institution株式会社プルータス・コンサルティング
Conditions Precedent to ExecutionFor ピースミール・テクノロジー and アークウェイ, approval must be obtained at the general meetings of shareholders to approve the share exchange on 14 August 2026. As the Company is carrying out a simplified share exchange and ＵＬＳコンサルティング is carrying out a short-form share exchange, approval at a general meeting of shareholders is not required.
Management structure after acquisitionThe Company's name, location, titles and names of its representative officers, business activities, capital and fiscal year-end will remain unchanged. ピースミール・テクノロジー is scheduled to change its name to ＵＬＳパブリス株式会社 on 1 October 2026. After the share exchange, ＵＬＳコンサルティング and アークウェイ will begin discussions premised on their management integration, while ＵＬＳコンサルティング and ピースミール・テクノロジー are also scheduled to discuss the integration of certain organizations and other matters.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | ＵＬＳコンサルティング株式会社, Peacemile Technology Co., Ltd., 株式会社アークウェイ |
| Name of the Subject Company | ＵＬＳコンサルティング株式会社, Peacemile Technology Co., Ltd., 株式会社アークウェイ |
| Business Description of the Subject Company | Strategic IT consulting business, IT consulting business for public-sector organizations, Architecture consulting business |
| Location of the Subject Company | Chuo-ku, Tokyo, Chuo-ku, Tokyo, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million (as of 30 June 2026), ¥4 million (as of 30 June 2026), ¥10 million (as of 30 June 2026) |
| Date of Establishment of the Subject Company | 3 October 2011, 5 October 2009, 21 January 2004 |
| Net Sales of the Subject Company | ¥14,591 million (fiscal year ended March 2026, standalone), ¥2,059 million (fiscal year ended March 2026, standalone), ¥276 million (fiscal year ended March 2026, standalone) |
| Operating Profit of the Subject Company | ¥1,079 million (fiscal year ended March 2026, standalone), ¥377 million (fiscal year ended March 2026, standalone), ¥40 million (fiscal year ended March 2026, standalone) |
| Net Income of the Subject Company | ¥751 million (fiscal year ended March 2026, standalone; net income attributable to owners of the parent), ¥258 million (fiscal year ended March 2026, standalone; net income attributable to owners of the parent), ¥27 million (fiscal year ended March 2026, standalone; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥5,686 million (fiscal year ended March 2026, standalone), ¥1,024 million (fiscal year ended March 2026, standalone), ¥573 million (fiscal year ended March 2026, standalone) |
| Type of Consideration | Shares (common shares of the Company; all consideration is scheduled to be paid using treasury shares of the Company) |
| Merger ratio/share exchange ratio | ＵＬＳグループ株式会社 (wholly owning parent company in the share exchange):ＵＬＳコンサルティング株式会社 (wholly owned subsidiary in the share exchange) = 1:1,011, ＵＬＳグループ株式会社 (wholly owning parent company in the share exchange):ピースミール・テクノロジー株式会社 (wholly owned subsidiary in the share exchange) = 1:37,342, ＵＬＳグループ株式会社 (wholly owning parent company in the share exchange):株式会社アークウェイ (wholly owned subsidiary in the share exchange) = 1:6,439 |
| Number of shares acquired | All shares of the 3 target companies other than those already held by the Company (the number of shares acquired and voting rights is not specified) |
| Voting rights ownership percentage | Before ＵＬＳコンサルティング株式会社 99.29% / Peacemile Technology Co., Ltd. 82.78% / 株式会社アークウェイ 80.00% → after ＵＬＳコンサルティング株式会社 100% (wholly owned subsidiary) / Peacemile Technology Co., Ltd. 100% (wholly owned subsidiary) / 株式会社アークウェイ 100% (wholly owned subsidiary) |
| Funding arrangements | No method of financing the acquisition with cash is stated. All shares to be delivered are scheduled to be provided from the Company's treasury shares, and no new shares are scheduled to be issued. |
| Impact on Business Performance | The Company expects this share exchange to have a minor impact on its consolidated results. If any matters requiring disclosure arise in the future, the Company will promptly announce them. |
| Date of board resolution | 29 July 2026 |
| Contract Date | 29 July 2026 |
| Execution Date / Effective Date | 1 October 2026 |
| Valuation methodology | ＵＬＳコンサルティング, ピースミール・テクノロジー and アークウェイ: discounted cash flow method, ＵＬＳグループ株式会社: market price method |
| Independent valuation institution | 株式会社プルータス・コンサルティング |
| Conditions Precedent to Execution | For ピースミール・テクノロジー and アークウェイ, approval must be obtained at the general meetings of shareholders to approve the share exchange on 14 August 2026. As the Company is carrying out a simplified share exchange and ＵＬＳコンサルティング is carrying out a short-form share exchange, approval at a general meeting of shareholders is not required. |
| Management structure after acquisition | The Company's name, location, titles and names of its representative officers, business activities, capital and fiscal year-end will remain unchanged. ピースミール・テクノロジー is scheduled to change its name to ＵＬＳパブリス株式会社 on 1 October 2026. After the share exchange, ＵＬＳコンサルティング and アークウェイ will begin discussions premised on their management integration, while ＵＬＳコンサルティング and ピースミール・テクノロジー are also scheduled to discuss the integration of certain organizations and other matters. |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Special 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.To establish a group management structure capable of responding more accurately and flexibly to changes in the business environment going forward, and to advance the integration and efficiency of group management.
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