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M&A and Subsidiary Changes4845Scala,Inc.Information and Communications, Services and Others

(Update on Previously Disclosed Matter) Notice of Completion of Acquisition of Shares in 株式会社テラ (Making It a Subsidiary)

Scala,Inc. completed the procedures to acquire 80% of the issued shares of 株式会社テラ, making it a consolidated subsidiary. For the remaining 20%, Scala,Inc. entered into an option agreement under which the transfer price will vary based on performance, with the aim of making 株式会社テラ a wholly owned subsidiary in the future.

Worth reading
54Recurring
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
80
%
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
Disclosing companyScala,Inc.
株式会社テラVoting rights ownership percentageNumber of shares acquired 80% of issued shares (number of shares and number of voting rights: Not disclosed)

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.

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

• Planning, development and operation of the TelephoneMaster point-of-sale system for telecommunications carrier shops, the M-navi management tool for telecommunications carrier shops, and the Stella Map business intelligence tool for mobile phone shops • Planning, development and maintenance of other systems supporting store operations

Location Kamakura, Kanagawa PrefectureShare capital Capital of target companyDate of incorporation 19 June 1989
Impact on Business Performance

The impact on Scala,Inc.'s consolidated results for the fiscal year ending June 2027 is currently under review.

Procedures and assumptions
Management structure after acquisition株式会社テラ became a consolidated subsidiary of Scala,Inc. as of 1 September 2026. Other details regarding the management structure, corporate name and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
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 shops, the M-navi management tool for telecommunications carrier shops, and the Stella Map business intelligence tool for mobile phone shops • Planning, development and maintenance of other systems supporting store operations
Location of the Subject CompanyKamakura, Kanagawa Prefecture
Capital Stock of the Subject CompanyCapital of target company
Date of Establishment of the Subject Company19 June 1989
Number of shares acquired80% of issued shares (number of shares and number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 80% (before not disclosed)
Impact on Business PerformanceThe impact on Scala,Inc.'s consolidated results for the fiscal year ending June 2027 is currently under review.
Date of board resolution23 July 2026
Contract Date23 July 2026
Execution Date / Effective DateShare transfer completion date: 1 September 2026. Effective date of the company split: 14 August 2026
Management structure after acquisition株式会社テラ became a consolidated subsidiary of Scala,Inc. as of 1 September 2026. Other details regarding the management structure, corporate name and treatment of employees: Not disclosed
Items this document does not state (19)
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 priceType 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 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.

Scala,Inc. explained that the background and purpose of the share acquisition and the expected synergies were described in its previous disclosure dated 23 July 2026. This document does not state specific reasons.

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 of Completion of Acquisition of Shares in 株式会社テラ (Making It a Subsidiary) | Scala,Inc. (4845) timely disclosure | Komori