Worth reading
49Recurring
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
132
¥ million (approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares to make the company a subsidiaryCounterpartyTachihara Kei (立原 圭)
Disclosing companyuSonar Co.,Ltd.
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
ERP and SaaS implementation support, business design and system implementation, and post-implementation adoption support
Location Minami-ku, Saitama, Saitama PrefectureShare capital ¥20 millionDate of incorporation 2 June 2022
Net Sales¥353 million (fiscal year ending May 2026)
Operating profit¥34 million (fiscal year ending May 2026)
Net income for the current fiscal year¥23 million (fiscal year ending May 2026)
Net assets¥63 million (fiscal year ending May 2026)
Consideration and expenses
Acquisition price¥128 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥4 million
Impact on Business Performance
The impact on our consolidated results for the fiscal year ending December 2026 is currently expected to be immaterial.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares to make the company a subsidiary |
| Counterparty name | Tachihara Kei (立原 圭) |
| Name of the Subject Company | 株式会社RICE CLOUD |
| Business Description of the Subject Company | ERP and SaaS implementation support, business design and system implementation, and post-implementation adoption support |
| Location of the Subject Company | Minami-ku, Saitama, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | 2 June 2022 |
| Net Sales of the Subject Company | ¥353 million (fiscal year ending May 2026) |
| Operating Profit of the Subject Company | ¥34 million (fiscal year ending May 2026) |
| Net Income of the Subject Company | ¥23 million (fiscal year ending May 2026) |
| Net Assets of the Subject Company | ¥63 million (fiscal year ending May 2026) |
| Acquisition price | ¥128 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥4 million |
| Number of shares acquired | 25,500 shares (25,500 voting rights) |
| Voting rights ownership percentage | Before 0％ → after 51.0％ |
| Impact on Business Performance | The impact on our consolidated results for the fiscal year ending December 2026 is currently expected to be immaterial. |
| Date of board resolution | 13 November 2026 |
| Contract Date | 13 November 2026 |
| Execution Date / Effective Date | 30 November 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 strengthen the implementation structure for uSonar's Sonar Service for customers by leveraging RICE CLOUD's expertise in ERP and SaaS implementation support, thereby enabling smooth and rapid service implementation.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.