This transaction
Acquisition of shares and conversion into a subsidiaryThe 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.
• Planning, development and operation of the TelephoneMaster point-of-sale system for telecommunications carrier stores, the M-navi management tool for telecommunications carrier stores, and the Stella Map business intelligence tool for mobile phone stores • Planning, development and maintenance of other store operations support systems • Deployed at approximately 2,500 stores, primarily through solutions for telecommunications carrier stores
The impact on consolidated results for the current fiscal year is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | 株式会社ベルメール, Sato Wataru (佐藤 渉), Yokota Satoshi (横田 聡), Masuda Yoshihisa (増田 善久) |
| Name of the Subject Company | 株式会社テラ |
| Business Description of the Subject Company | • Planning, development and operation of the TelephoneMaster point-of-sale system for telecommunications carrier stores, the M-navi management tool for telecommunications carrier stores, and the Stella Map business intelligence tool for mobile phone stores • Planning, development and maintenance of other store operations support systems • Deployed at approximately 2,500 stores, primarily through solutions for telecommunications carrier stores |
| Location of the Subject Company | Kamakura, Kanagawa Prefecture |
| Capital Stock of the Subject Company | Capital of target company |
| Date of Establishment of the Subject Company | 19 June 1989 |
| Net Sales of the Subject Company | ¥959 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥180 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥119 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥22 million (fiscal year ended December 2025) |
| Acquisition price | ¥840 million for the common shares of 株式会社テラ. For the remaining 20% of the shares, the parties plan to enter into a separate option agreement under which the transfer price will vary according to the target company's performance and other factors. |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥18 million |
| Number of shares acquired | 3,872 shares (number of voting rights: 3,872) |
| Voting rights ownership percentage | After 80% (before not disclosed) |
| Impact on Business Performance | The impact on consolidated results for the current fiscal year is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly. |
| Date of board resolution | 23 July 2026 |
| Contract Date | 23 July 2026 |
| Execution Date / Effective Date | 1 September 2026 |
| Valuation methodology | The price was determined through negotiations with the sellers based on the target company's past results, current financial position, future management plans, and financial, tax and legal due diligence conducted by external organizations. |
| Conditions Precedent to Execution | Before the share acquisition, 株式会社テラ plans to carry out a corporate split under which businesses other than the system solutions business will be transferred to a newly established company. |
| Management structure after acquisition | 株式会社テラ will become a consolidated subsidiary of スカラ. The company name, representative and treatment of employees: not disclosed. |
Items this document does not state (10)
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 株式会社テラ's operational expertise in store management, customer base and operational data with the スカラ Group's generative AI, AI SaaS and AI BPO businesses to develop AI-enabled store operations support and new services. The transaction is also intended to extend the telecommunications industry's business model into areas such as finance, insurance, retail and local government, thereby opening up new markets, expanding recurring revenue and strengthening the competitiveness of the DX and AI businesses.