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M&A and Subsidiary Changes9235Ureru Net Advertising Group Co.,Ltd.Information and Communications, Services and Others

Notice of the Execution of a Basic Agreement on the Acquisition of Shares in Step y’s Co., Ltd., a Call Center and BPO Services Company, Making It a Subsidiary

売れるネット広告社グループ has executed a basic agreement to acquire 100% of the 9,000 issued shares of 株式会社Step y’s, which operates a call center and BPO services business, and make it a subsidiary. The acquisition price and other details have not been finalized. The share transfer agreement is scheduled to be executed and the share transfer completed in late May 2026.

Worth reading
57In focus
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
15
% (as a percentage of the Company's net assets for the immediately preceding fiscal year, lower bound)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Disclosing companyUreru Net Advertising Group Co.,Ltd.
株式会社 Step y’sVoting rights ownership percentageNumber of shares acquired 9,000 shares (100% of the total number of issued shares); 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

Call center operations centered on telephone answering services and customer support, as well as the provision of SES and BPO services

Location Chuo-ku, TokyoShare capital ¥12 million (including capital reserves and other items)Date of incorporation 11 December 2014
Net Sales¥302 million (fiscal year ended June 2025)
Operating profit¥3 million (fiscal year ended June 2025)
Net income for the current fiscal year¥6 million (fiscal year ended June 2025)
Net assets¥32 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceExpected to be an amount equivalent to at least 15% of the Company's net assets for the immediately preceding fiscal year. Details, including the acquisition price, are currently under discussion
Funding arrangementsCurrently under consideration and undecided at this time
Impact on Business Performance

The impact of this share acquisition on the Company's consolidated financial results is currently under review. The company is expected to become subject to consolidation from the fiscal year ending July 2026. The Company believes the acquisition will contribute to improved financial performance over the medium to long term

Procedures and assumptions
Valuation methodologyValuation determined by an independent third-party institution
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Name of the Subject Company株式会社 Step y’s
Business Description of the Subject CompanyCall center operations centered on telephone answering services and customer support, as well as the provision of SES and BPO services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥12 million (including capital reserves and other items)
Date of Establishment of the Subject Company11 December 2014
Net Sales of the Subject Company¥302 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥3 million (fiscal year ended June 2025)
Net Income of the Subject Company¥6 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥32 million (fiscal year ended June 2025)
Acquisition priceExpected to be an amount equivalent to at least 15% of the Company's net assets for the immediately preceding fiscal year. Details, including the acquisition price, are currently under discussion
Number of shares acquired9,000 shares (100% of the total number of issued shares); number of voting rights: Not disclosed
Voting rights ownership percentageAfter 100% (based on the total number of issued shares) (before not disclosed)
Funding arrangementsCurrently under consideration and undecided at this time
Impact on Business PerformanceThe impact of this share acquisition on the Company's consolidated financial results is currently under review. The company is expected to become subject to consolidation from the fiscal year ending July 2026. The Company believes the acquisition will contribute to improved financial performance over the medium to long term
Date of board resolution13 April 2026
Contract Date2 March 2026 (basic agreement) / share transfer agreement scheduled for late May 2026
Execution Date / Effective DateLate May 2026 (scheduled)
Valuation methodologyValuation determined by an independent third-party institution
Items this document does not state (13)
Counterparty nameExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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.

The purpose is to support Step y’s in developing new customers and expanding its service areas using the Group's expertise in D2C marketing, advertising, e-commerce support, cross-border e-commerce and AI. By combining the expertise of both companies, the Group aims to improve operational efficiency, response quality and profitability, and enhance the value of services provided across the Group.

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.
Notice of the Execution of a Basic Agreement on the Acquisition of Shares in Step y’s Co., Ltd., a Call Center and BPO Services Company, Making It a Subsidiary | Ureru Net Advertising Group Co.,Ltd. (9235) timely disclosure | Komori