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How definitive the wording is.This transaction
This absorption-type mergerCounterparty (target company)株式会社ブログウォッチャー
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
1. Development, provision and operation of the location-data platform “Profile Passport” 2. Provision of marketing support, analytics and advertising-delivery solutions using location-based big data
Location Chiyoda-ku, TokyoShare capital ¥50 millionDate of incorporation 2 April 2007
Net Sales¥2,055 million (fiscal year ended March 2026)
Operating profit¥28 million (fiscal year ended March 2026)
Net income for the current fiscal year¥18 million (fiscal year ended March 2026)
Net assets¥522 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo consideration paid
Type of ConsiderationNo consideration (no new shares issued and no cash or other consideration paid)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending June 2027 is currently under review. Following the absorption-type merger, the Company will transition to standalone financial statements from the third quarter of the fiscal year ending June 2027 and will present standalone earnings forecasts separately.
Procedures and assumptions
Conditions Precedent to ExecutionThe Company will carry out the merger as a simplified merger pursuant to Article 796, Paragraph 2 of the Companies Act, while ブログウォッチャー社 will carry it out as a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act. In both cases, shareholder approval will not be required.
Management structure after acquisitionThere will be no changes to the Company’s corporate name, location, representative’s title or name, business activities, capital or fiscal year-end. ブログウォッチャー社 will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This absorption-type merger |
| Counterparty name | 株式会社ブログウォッチャー |
| 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 “Profile Passport” 2. Provision of marketing support, analytics and advertising-delivery solutions using location-based big data |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 2 April 2007 |
| Net Sales of the Subject Company | ¥2,055 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥28 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥18 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥522 million (fiscal year ended March 2026) |
| Acquisition price | No consideration paid |
| Type of Consideration | No consideration (no new shares issued and no cash or other consideration paid) |
| Voting rights ownership percentage | Before 100％ → after 100％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending June 2027 is currently under review. Following the absorption-type merger, the Company will transition to standalone financial statements from the third quarter of the fiscal year ending June 2027 and will present standalone earnings forecasts separately. |
| Date of board resolution | 12 November 2026 |
| Contract Date | 12 November 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | The Company will carry out the merger as a simplified merger pursuant to Article 796, Paragraph 2 of the Companies Act, while ブログウォッチャー社 will carry it out as a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act. In both cases, shareholder approval will not be required. |
| Management structure after acquisition | There will be no changes to the Company’s corporate name, location, representative’s title or name, business activities, capital or fiscal year-end. ブログウォッチャー社 will be dissolved. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 merger will integrate the organizations of 株式会社unerry and ブログウォッチャー社, consolidate management resources and improve operating efficiency, thereby accelerating future growth.
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