Decision and Details
Board of Directors of ピースミール・テクノロジー株式会社 (resolution by 2 representative directors with no conflicts of interest) and execution of an agreement between the partiesA share exchange under which ULSグループ株式会社 will become the wholly owning parent company and ピースミール・テクノロジー株式会社 will become the wholly owned subsidiary
The shares are listed, ensuring continued trading opportunities after the share exchange, and synergies arising from the share exchange are expected. The share exchange ratio was determined through discussions between the parties, taking into account the valuation results provided by an independent third-party institution.
The impact of this share exchange on financial performance has not been disclosed. The results for ピースミール・テクノロジー株式会社's most recent fiscal year were reported as follows: net sales of ¥2,059.14 million, operating profit of ¥377.004 million, ordinary profit of ¥376.784 million, and net income of ¥258.026 million
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which ULSグループ株式会社 will become the wholly owning parent company and ピースミール・テクノロジー株式会社 will become the wholly owned subsidiary |
| Decision-Making Body | Board of Directors of ピースミール・テクノロジー株式会社 (resolution by 2 representative directors with no conflicts of interest) and execution of an agreement between the parties |
| Decision Date | 29 July 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | On or after 1 October 2026 (after the effective date) |
| Amount | Share value per common share of ピースミール・テクノロジー株式会社: ¥21,284,836–¥37,106,837; share value per common share of ULSグループ株式会社: ¥524–¥570; borrowings of ピースミール・テクノロジー株式会社: ¥150 million |
| Quantity / scale | The share exchange ratio is 37,342 ULSグループ common shares for each common share of ピースミール・テクノロジー株式会社; 1,157,602 ULSグループ common shares are scheduled to be issued; ULSグループ holds 149 shares of ピースミール・テクノロジー株式会社, representing 82.78% of its 180 issued shares |
| Impact on Business Performance | The impact of this share exchange on financial performance has not been disclosed. The results for ピースミール・テクノロジー株式会社's most recent fiscal year were reported as follows: net sales of ¥2,059.14 million, operating profit of ¥377.004 million, ordinary profit of ¥376.784 million, and net income of ¥258.026 million |
| Reason | The shares are listed, ensuring continued trading opportunities after the share exchange, and synergies arising from the share exchange are expected. The share exchange ratio was determined through discussions between the parties, taking into account the valuation results provided by an independent third-party institution. |
| 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 of the Companies Act; Article 796, Paragraph 3 of the Companies Act; Article 319, Paragraph 1 of the Companies Act; Article 785, Paragraph 1 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 | ピースミール・テクノロジー株式会社 is scheduled to obtain approval at a shareholders meeting by the day before the effective date. If necessary, ULSグループ株式会社 will also hold a shareholders meeting by the day before the effective date. The share exchange is scheduled to become effective on 1 October 2026 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.ULSグループ states that the consideration was deemed appropriate because its shares are listed on the Tokyo Stock Exchange, ensuring continued trading opportunities after the share exchange, and because shareholders of ピースミール・テクノロジー株式会社 are expected to benefit from synergies arising from the share exchange. The share exchange ratio was determined through discussions between the parties, taking into account the valuation results provided by an independent third-party institution.