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

(Update on Previously Disclosed Matter) Notice Regarding Completion of Acquisition of Shares in Empire State Co., Ltd. and Its Conversion into a Subsidiary

uSonar Co.,Ltd. acquired shares in Empire State株式会社, making it a consolidated subsidiary. The company plans to transition to consolidated financial statements from the fiscal year ending December 2026.

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55In focus
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Neutral
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This transaction

Acquisition of shares in Empire State株式会社 and conversion into a subsidiary
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.The percentage before the change is not stated in this document.

Execution Date / Effective Date1 October 2026 (completed)
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
Consideration and expenses
Type of ConsiderationCash / shares, etc.: Not disclosed
Impact on Business Performance

The impact on the company's consolidated results for the fiscal year ending December 2026 is currently expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionEmpire State株式会社 will become a consolidated subsidiary of the company, which plans to transition to consolidated financial statements from its full-year results. The representative director and president is Itakura Koyo (板倉小陽).
This transaction
ItemDetails
Transaction nameAcquisition of shares in Empire State株式会社 and conversion into a subsidiary
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
Type of ConsiderationCash / shares, etc.: Not disclosed
Number of shares acquired35 shares (number of voting rights: 35)
Voting rights ownership percentageAfter 70.0% (before not disclosed)
Impact on Business PerformanceThe impact on the company's consolidated results for the fiscal year ending December 2026 is currently expected to be immaterial.
Execution Date / Effective Date1 October 2026 (completed)
Management structure after acquisitionEmpire State株式会社 will become a consolidated subsidiary of the company, which plans to transition to consolidated financial statements from its full-year results. The representative director and president is Itakura Koyo (板倉小陽).
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent 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 reason for the share acquisition is not explained in this document.

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.
(Update on Previously Disclosed Matter) Notice Regarding Completion of Acquisition of Shares in Empire State Co., Ltd. and Its Conversion into a Subsidiary | uSonar Co.,Ltd. (431A) timely disclosure | Komori