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M&A and Subsidiary Changes3929SOCIALWIRE CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in SEIRYO Co., Ltd. (Making It a Wholly Owned Subsidiary)

ソーシャルワイヤー has decided to acquire 100% of the issued shares of 株式会社SEIRYO (100 shares) from 株式会社ミカン, making 株式会社SEIRYO a wholly owned subsidiary. The purchase price is ¥345 million, and the estimated total amount including acquisition-related expenses is ¥376 million. The share transfer is scheduled to be completed on 12 June 2026.

Worth reading
67In 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
376
¥ millions (estimated total amount including acquisition-related expenses)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty株式会社ミカン
Disclosing companySOCIALWIRE CO.,LTD.
株式会社SEIRYOVoting rights ownership percentageNumber of shares acquired 100 shares (number of voting rights: 100)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Advertising operations support business Performance-based social media advertising business

Location Chiyoda-ku, TokyoShare capital ¥7 millionDate of incorporation 17 June 2020
Net Sales¥670.485 million (fiscal year ended March 2026)
Operating profit¥26.880 million (fiscal year ended March 2026)
Net income for the current fiscal yearLoss of ¥12.565 million (fiscal year ended March 2026)
Net assets¥75.354 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceShares of the target company: ¥345 million
Expenses other than the acquisition priceTransaction-related expenses (approximate amount): ¥31 million
Impact on Business Performance

The impact on the consolidated earnings forecast for the fiscal year ending March 2027 is currently under review. The company will make a timely disclosure once the impact of making the target company a subsidiary becomes clear. The transaction is expected to contribute to revenue expansion and profit growth from the second quarter of the fiscal year ending March 2027 onward.

Procedures and assumptions
Valuation methodologyValuation by an independent third-party institution
Management structure after acquisitionThe companies will strengthen advertising operations, primarily in the TikTok and short-form video fields, as well as the performance-based SNS advertising business, and will work to establish an operating structure through cross-selling and upselling to both companies' customer bases and the integration of their organizations, expertise and systems infrastructure. The corporate name, representative and treatment of employees: not disclosed.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社ミカン
Name of the Subject Company株式会社SEIRYO
Business Description of the Subject CompanyAdvertising operations support business Performance-based social media advertising business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥7 million
Date of Establishment of the Subject Company17 June 2020
Net Sales of the Subject Company¥670.485 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥26.880 million (fiscal year ended March 2026)
Net Income of the Subject CompanyLoss of ¥12.565 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥75.354 million (fiscal year ended March 2026)
Acquisition priceShares of the target company: ¥345 million
Expenses other than the acquisition priceTransaction-related expenses (approximate amount): ¥31 million
Number of shares acquired100 shares (number of voting rights: 100)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on the consolidated earnings forecast for the fiscal year ending March 2027 is currently under review. The company will make a timely disclosure once the impact of making the target company a subsidiary becomes clear. The transaction is expected to contribute to revenue expansion and profit growth from the second quarter of the fiscal year ending March 2027 onward.
Date of board resolution29 May 2026
Contract Date29 May 2026
Execution Date / Effective Date12 June 2026 (scheduled)
Valuation methodologyValuation by an independent third-party institution
Management structure after acquisitionThe companies will strengthen advertising operations, primarily in the TikTok and short-form video fields, as well as the performance-based SNS advertising business, and will work to establish an operating structure through cross-selling and upselling to both companies' customer bases and the integration of their organizations, expertise and systems infrastructure. The corporate name, representative and treatment of employees: not disclosed.
Items this document does not state (11)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 transaction is intended to combine SEIRYO's advertising operations efficiency with the ソーシャルワイヤー Group's system development capabilities and expertise in improving operational efficiency, thereby increasing productivity and establishing an efficient operating structure for future business expansion. The companies also aim to create new revenue opportunities by strengthening TikTok and short-form video advertising, cross-selling and upselling to their respective customer bases, and collaborating with the influencer-related business.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in SEIRYO Co., Ltd. (Making It a Wholly Owned Subsidiary) | SOCIALWIRE CO.,LTD. (3929) timely disclosure | Komori