Worth reading
81Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
257560
ULSグループ common shares (scheduled)Wording
Conditional
How definitive the wording is.Decision and Details
Discussions between ULSグループ and アークウェイ, and the アークウェイ Board of Directors (a unanimous resolution by 2 directors with no conflicts of interest)Execution of a share exchange agreement with 株式会社アークウェイ and making アークウェイ a wholly owned subsidiary through the share exchange
Decision29 July 2026 (date of execution of the share exchange agreement)
Period CoveredFrom the agreement execution date of 29 July 2026 to the effective date of 1 October 2026, and thereafter (effectiveness of the share exchange)
Implementation1 October 2026 (scheduled; effective date of the share exchange, subject to change by agreement)
Going forwardアークウェイ will obtain shareholder approval by the day before the effective date. ULSグループ will generally not seek shareholder approval, but if Article 796, Paragraph 3 of the Companies Act applies, it will hold a shareholders meeting by the day before the effective date. The share exchange is scheduled to become effective on 1 October 2026.
AmountEquity value per アークウェイ common share: ¥3,669,946–¥5,654,640; equity value per ULSグループ common share: ¥524–¥570
Quantity / scaleShare exchange ratio: 6,439 ULSグループ common shares for each アークウェイ common share; number of shares to be issued: 257,560 ULSグループ common shares (予定); アークウェイ shares held by ULSグループ: 160 shares (200 issued shares in total, 80.00%)
Reason
Trading opportunities will remain available after the share exchange through the shares of ULSグループ, a listed company, and アークウェイ shareholders are expected to benefit from synergies arising from the share exchange. To ensure fairness and appropriateness, an independent third-party organization, Plutus Consulting, conducted a valuation and provided a fairness opinion, and approval was obtained from アークウェイ directors with no conflicts of interest.
Impact on Business Performance
No specific amount of the impact of this share exchange on financial results is stated. For アークウェイ, the document states net sales of ¥276.158 million, operating income of ¥40.659 million, ordinary income of ¥41.226 million, and net income of ¥27.808 million for the most recent fiscal year.
| Item | Details |
|---|---|
| Matter Covered | Execution of a share exchange agreement with 株式会社アークウェイ and making アークウェイ a wholly owned subsidiary through the share exchange |
| Decision-Making Body | Discussions between ULSグループ and アークウェイ, and the アークウェイ Board of Directors (a unanimous resolution by 2 directors with no conflicts of interest) |
| Decision Date | 29 July 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 1 October 2026 (scheduled; effective date of the share exchange, subject to change by agreement) |
| Period Covered | From the agreement execution date of 29 July 2026 to the effective date of 1 October 2026, and thereafter (effectiveness of the share exchange) |
| Amount | Equity value per アークウェイ common share: ¥3,669,946–¥5,654,640; equity value per ULSグループ common share: ¥524–¥570 |
| Quantity / scale | Share exchange ratio: 6,439 ULSグループ common shares for each アークウェイ common share; number of shares to be issued: 257,560 ULSグループ common shares (予定); アークウェイ shares held by ULSグループ: 160 shares (200 issued shares in total, 80.00%) |
| Impact on Business Performance | No specific amount of the impact of this share exchange on financial results is stated. For アークウェイ, the document states net sales of ¥276.158 million, operating income of ¥40.659 million, ordinary income of ¥41.226 million, and net income of ¥27.808 million for the most recent fiscal year. |
| Reason | Trading opportunities will remain available after the share exchange through the shares of ULSグループ, a listed company, and アークウェイ shareholders are expected to benefit from synergies arising from the share exchange. To ensure fairness and appropriateness, an independent third-party organization, Plutus Consulting, conducted a valuation and provided a fairness opinion, and approval was obtained from アークウェイ directors with no 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; Article 796, Paragraphs 2 and 3 of the Companies Act; Article 799, Paragraph 1, Item 3 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 | アークウェイ will obtain shareholder approval by the day before the effective date. ULSグループ will generally not seek shareholder approval, but if Article 796, Paragraph 3 of the Companies Act applies, it will 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.It was determined that using ULSグループ common shares as consideration was appropriate because ULSグループ shares are listed on the Tokyo Stock Exchange, trading opportunities will remain available after the share exchange, and アークウェイ shareholders are expected to benefit from synergies arising from the share exchange.
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