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M&A and Subsidiary Changes431AuSonar Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Empire State Co., Ltd. (Making It a Subsidiary)

uSonar Co.,Ltd. decided to acquire 35 common shares of Empire State株式会社 from Itakura Koyo (板倉 小陽) and Maeda Kota (前田 康太), making it a subsidiary with a 70.0% voting-rights ownership ratio. The acquisition price is ¥145 million, and the total estimated amount including advisory fees and other expenses is ¥175 million. The scheduled share transfer date is 1 October 2026.

Worth reading
51Recurring
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
175
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in Empire State株式会社 and conversion into a subsidiary
CounterpartyItakura Koyo (板倉 小陽), Maeda Kota (前田 康太)
Disclosing companyuSonar Co.,Ltd.
Empire State株式会社Voting rights ownership percentageNumber of shares acquired 35 shares (number of voting rights: 35)

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

Sales consulting / outsourced corporate sales / BPO / real estate business

Location Naka-ku, Yokohama, Kanagawa PrefectureShare capital ¥10 millionDate of incorporation 29 September 2023
Net Sales¥279 million (fiscal year ending June 2026)
Operating profit¥10 million (fiscal year ending June 2026)
Net income for the current fiscal year¥7 million (fiscal year ending June 2026)
Net assets¥19 million (fiscal year ending June 2026)
Consideration and expenses
Acquisition price¥145 million
Expenses other than the acquisition price¥30 million (estimated amount)
Impact on Business Performance

The impact on our consolidated results for the fiscal year ending December 2026 is currently expected to be minor. We will promptly disclose any matters requiring disclosure that arise in the future.

This transaction
ItemDetails
Transaction nameAcquisition of shares in Empire State株式会社 and conversion into a subsidiary
Counterparty nameItakura Koyo (板倉 小陽), Maeda Kota (前田 康太)
Name of the Subject CompanyEmpire State株式会社
Business Description of the Subject CompanySales consulting / outsourced corporate sales / BPO / real estate business
Location of the Subject CompanyNaka-ku, Yokohama, Kanagawa Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company29 September 2023
Net Sales of the Subject Company¥279 million (fiscal year ending June 2026)
Operating Profit of the Subject Company¥10 million (fiscal year ending June 2026)
Net Income of the Subject Company¥7 million (fiscal year ending June 2026)
Net Assets of the Subject Company¥19 million (fiscal year ending June 2026)
Acquisition price¥145 million
Expenses other than the acquisition price¥30 million (estimated amount)
Number of shares acquired35 shares (number of voting rights: 35)
Voting rights ownership percentageBefore 0% → after 70.0%
Impact on Business PerformanceThe impact on our consolidated results for the fiscal year ending December 2026 is currently expected to be minor. We will promptly disclose any matters requiring disclosure that arise in the future.
Date of board resolution15 September 2026
Contract Date15 September 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Items this document does not state (13)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 combine Empire State株式会社's sales expertise with our corporate database and products and develop a new business area, namely a BPO business leveraging corporate data, including sales outsourcing and telemarketing.

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 Empire State Co., Ltd. (Making It a Subsidiary) | uSonar Co.,Ltd. (431A) timely disclosure | Komori