Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
755
¥ million (estimated amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in 株式会社ブログウォッチャー (making it a subsidiary)Counterparty株式会社リクルート, DENTSU GROUP INC.
Disclosing companyunerry,Inc.
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.
Date of board resolution1 May 2026 (the date of the resolutions regarding the borrowing and head-office relocation; the date of the original resolution concerning the share acquisition is not specified in the body of the document)
Execution Date / Effective Date1 May 2026 (completion of the share acquisition)
Target company
1. Development, provision and operation of the location-data platform 「プロファイルパスポート」 2. Provision of marketing support, analytics and advertising-delivery solutions using location-based big data
Location 5F Sumitomo Fudosan Tamachi Building, 3-12-7 Shibaura, Minato-ku, TokyoShare capital ¥50 millionDate of incorporation 2 April 2007
Consideration and expenses
Acquisition price¥748 million (subject to price adjustments based on net working capital, net interest-bearing debt and other factors; actual payment amount)
Expenses other than the acquisition priceDue diligence and other expenses (approximate amount): ¥7 million
Type of ConsiderationCash
Funding arrangementsBorrowing of interest-bearing debt from Sumitomo Mitsui Banking Corporation. The ¥750 million borrowing will be used to fund part of the share acquisition and for working capital and other purposes.
Goodwill amountThe amount and amortization period are currently under review. Amortization of goodwill is expected to be approximately ¥100 million per year. Recognition is scheduled to begin in the second quarter of the fiscal year ending June 2027.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results for the fiscal year ending June 2026 will be minor. 株式会社ブログウォッチャー's profit and loss is expected to be consolidated and goodwill amortization recorded from the second quarter of the fiscal year ending June 2027.
Procedures and assumptions
Valuation methodologyValuation based on the results of a share valuation conducted by an external specialist. The specific valuation method is not disclosed.
Management structure after acquisitionThe company is scheduled to become a consolidated subsidiary from the end of the fiscal year ending June 2026. Its head office is scheduled to relocate on 11 May 2026 to 19F Hibiya Parkfront, 2-1-6 Uchisaiwaicho, Chiyoda-ku, Tokyo. 新村 生 (Shinmura Sei) is listed as the representative director in the summary section, but changes to the representative, corporate name or treatment of employees following the transaction are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in 株式会社ブログウォッチャー (making it a subsidiary) |
| Counterparty name | 株式会社リクルート, DENTSU GROUP INC. |
| Name of the Subject Company | 株式会社ブログウォッチャー |
| Business Description of the Subject Company | 1. Development, provision and operation of the location-data platform 「プロファイルパスポート」 2. Provision of marketing support, analytics and advertising-delivery solutions using location-based big data |
| Location of the Subject Company | 5F Sumitomo Fudosan Tamachi Building, 3-12-7 Shibaura, Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 2 April 2007 |
| Acquisition price | ¥748 million (subject to price adjustments based on net working capital, net interest-bearing debt and other factors; actual payment amount) |
| Expenses other than the acquisition price | Due diligence and other expenses (approximate amount): ¥7 million |
| Type of Consideration | Cash |
| Number of shares acquired | 1,000 shares (number of voting rights: 1,000) |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Funding arrangements | Borrowing of interest-bearing debt from Sumitomo Mitsui Banking Corporation. The ¥750 million borrowing will be used to fund part of the share acquisition and for working capital and other purposes. |
| Goodwill amount | The amount and amortization period are currently under review. Amortization of goodwill is expected to be approximately ¥100 million per year. Recognition is scheduled to begin in the second quarter of the fiscal year ending June 2027. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending June 2026 will be minor. 株式会社ブログウォッチャー's profit and loss is expected to be consolidated and goodwill amortization recorded from the second quarter of the fiscal year ending June 2027. |
| Date of board resolution | 1 May 2026 (the date of the resolutions regarding the borrowing and head-office relocation; the date of the original resolution concerning the share acquisition is not specified in the body of the document) |
| Execution Date / Effective Date | 1 May 2026 (completion of the share acquisition) |
| Valuation methodology | Valuation based on the results of a share valuation conducted by an external specialist. The specific valuation method is not disclosed. |
| Management structure after acquisition | The company is scheduled to become a consolidated subsidiary from the end of the fiscal year ending June 2026. Its head office is scheduled to relocate on 11 May 2026 to 19F Hibiya Parkfront, 2-1-6 Uchisaiwaicho, Chiyoda-ku, Tokyo. 新村 生 (Shinmura Sei) is listed as the representative director in the summary section, but changes to the representative, corporate name or treatment of employees following the transaction are not disclosed. |
Items this document does not state (13)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Contract DateIndependent 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 borrowing is intended to fund part of the share acquisition, secure working capital for future business expansion and strengthen the financial base. The head-office relocation is intended to improve operating efficiency by consolidating group locations and create synergies by enhancing communication among group companies. This document does not explain the specific strategic purpose of the share acquisition itself.
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