Decision and Details
Execution of the agreement between ULS Group, Inc. and ULS Consulting Co., Ltd., and the ULS Consulting Board of Directors (unanimously approved by all 3 directors without conflicts of interest)A share exchange under which ULS Group, Inc. will become the company that will be the wholly owning parent in the share exchange and ULS Consulting Co., Ltd. will become the wholly owned subsidiary in the share exchange
ULS Group shares are listed on the Tokyo Stock Exchange, ensuring continued trading opportunities after the share exchange, and ULS Consulting shareholders are expected to benefit from synergies arising from the share exchange. To ensure fairness, an independent third-party valuation institution was engaged to conduct a valuation and provide a fairness opinion, and the transaction was deliberated and approved by directors without conflicts of interest.
No amount of the impact of the share exchange on financial results is stated. The disclosure reports ULS Consulting's results for its most recent fiscal year as net sales of ¥14,591 million, operating profit of ¥1,079 million, ordinary profit of ¥1,082 million, and net income of ¥751 million.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which ULS Group, Inc. will become the company that will be the wholly owning parent in the share exchange and ULS Consulting Co., Ltd. will become the wholly owned subsidiary in the share exchange |
| Decision-Making Body | Execution of the agreement between ULS Group, Inc. and ULS Consulting Co., Ltd., and the ULS Consulting Board of Directors (unanimously approved by all 3 directors without conflicts of interest) |
| Decision Date | 29 July 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 1 October 2026 (scheduled; effective date; subject to change depending on the progress of the procedures) |
| Period Covered | From execution of the agreement on 29 July 2026 through the effective date of 1 October 2026, and thereafter |
| Amount | Share value per ULS Consulting common share: ¥576,200–¥973,125; share value per ULS Group common share: ¥524–¥570 |
| Quantity / scale | Share exchange ratio: 1,011 ULS Group common shares for each ULS Consulting common share; number of shares to be issued: 202,200 ULS Group common shares (scheduled); ULS Consulting shares held by ULS Group: 27,800 shares (as of 30 June 2026, representing 99.29% of the 28,000 issued shares) |
| Impact on Business Performance | No amount of the impact of the share exchange on financial results is stated. The disclosure reports ULS Consulting's results for its most recent fiscal year as net sales of ¥14,591 million, operating profit of ¥1,079 million, ordinary profit of ¥1,082 million, and net income of ¥751 million. |
| Reason | ULS Group shares are listed on the Tokyo Stock Exchange, ensuring continued trading opportunities after the share exchange, and ULS Consulting shareholders are expected to benefit from synergies arising from the share exchange. To ensure fairness, an independent third-party valuation institution was engaged to conduct a valuation and provide a fairness opinion, and the transaction was deliberated and approved by directors without conflicts of interest. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1, Items 2 and 3 of the Companies Act; the main clause of Article 796, Paragraph 2 and Paragraph 3 of the Companies Act; the main clause of Article 784, Paragraph 1 of the Companies Act; Article 785, Paragraph 1 of the Companies Act; Article 799, Paragraph 1, Item 3 of the Companies Act; Article 234 of the Companies Act; and Article 192, Paragraph 1 of the Companies Act |
| Related previous disclosures | “Notice Regarding the Making of 3 Consolidated Subsidiaries Wholly Owned Subsidiaries through a Simplified Share Exchange,” dated 29 July 2026 |
| Future plans | The share exchange is scheduled to become effective on 1 October 2026. ULS Consulting is scheduled to cancel its treasury shares by resolution of its Board of Directors by the day before the effective date. If necessary, ULS Group will convene a shareholders meeting by the day before the effective date to seek approval. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The consideration was deemed appropriate because ULS Group shares are listed on the Tokyo Stock Exchange, ensuring continued trading opportunities after the share exchange, and ULS Consulting shareholders are expected to benefit from synergies arising from the share exchange. To ensure fairness, an independent third-party valuation institution was engaged to conduct a valuation and provide a fairness opinion, and the transaction was deliberated and approved by directors without conflicts of interest.