Worth reading
78Important
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
4
¥ million (approximate amount including acquisition-related expenses)Wording
Conditional
How definitive the wording is.This transaction
Execution of equity transfer agreements (making the companies subsidiaries)CounterpartyAdways Inc.
Disclosing companyUreru Net Advertising Group Co.,Ltd.
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
Internet advertising business
Location 13/F, Ying's Building, 180 Tianjin Road, Huangpu District, Shanghai, China, 11/F, Capital Centre, 151 Gloucester Road, Wan Chai, Hong KongShare capital 1,000,000 USD, 5,600,000 USDDate of incorporation February 2007
Net Sales¥506 million (fiscal year ended December 2025, ADWAYS CHINA), ¥387 million (fiscal year ended December 2025, ADWAYS ASIA), ¥284 million (fiscal year ended December 2025, business to be acquired, estimated)
Operating profitNegative ¥17 million (fiscal year ended December 2025, ADWAYS CHINA), ¥15 million (fiscal year ended December 2025, ADWAYS ASIA)
Net income for the current fiscal yearNegative ¥20 million (fiscal year ended December 2025, ADWAYS CHINA), ¥34 million (fiscal year ended December 2025, ADWAYS ASIA)
Net assets¥25 million (fiscal year ended December 2025, ADWAYS CHINA), ¥316 million (fiscal year ended December 2025, ADWAYS ASIA), ¥4 million (fiscal year ended December 2025, business to be acquired, estimated)
Consideration and expenses
Acquisition price¥1 for the equity interest in ADWAYS CHINA and ¥1 for the common shares of ADWAYS ASIA
Expenses other than the acquisition priceDue diligence and share valuation expenses: ¥4 million (approximate amount)
Type of ConsiderationCash
Amount of extraordinary income (loss)The Company expects to record extraordinary income from the recognition of negative goodwill. The amount is currently being calculated; the quarter in which it will be recorded has not been specified.
Impact on Business Performance
The impact on consolidated results is currently under review. The transaction is expected to contribute to improved performance over the medium to long term. The companies are scheduled to become subject to consolidation from the fiscal year ending July 2026.
Procedures and assumptions
Valuation methodologyShare valuation (details of the methodology: not disclosed)
Conditions Precedent to ExecutionADWAYS ASIA's businesses, assets and liabilities other than its advertising business are scheduled to be transferred to a subsidiary to be established through a demerger by the date on which the equity transfer is completed.
Management structure after acquisitionThe Group will use its marketing expertise and management platform to promote integrated services in the Chinese market covering advertising, live commerce, social media marketing and cross-border e-commerce support. The corporate name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Execution of equity transfer agreements (making the companies subsidiaries) |
| Counterparty name | Adways Inc. |
| Name of the Subject Company | 愛徳威広告(上海)有限公司 (ADWAYS CHINA), ADWAYS ASIA HOLDINGS LIMITED（ADWAYS ASIA） |
| Business Description of the Subject Company | Internet advertising business |
| Location of the Subject Company | 13/F, Ying's Building, 180 Tianjin Road, Huangpu District, Shanghai, China, 11/F, Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong |
| Capital Stock of the Subject Company | 1,000,000 USD, 5,600,000 USD |
| Date of Establishment of the Subject Company | February 2007 |
| Net Sales of the Subject Company | ¥506 million (fiscal year ended December 2025, ADWAYS CHINA), ¥387 million (fiscal year ended December 2025, ADWAYS ASIA), ¥284 million (fiscal year ended December 2025, business to be acquired, estimated) |
| Operating Profit of the Subject Company | Negative ¥17 million (fiscal year ended December 2025, ADWAYS CHINA), ¥15 million (fiscal year ended December 2025, ADWAYS ASIA) |
| Net Income of the Subject Company | Negative ¥20 million (fiscal year ended December 2025, ADWAYS CHINA), ¥34 million (fiscal year ended December 2025, ADWAYS ASIA) |
| Net Assets of the Subject Company | ¥25 million (fiscal year ended December 2025, ADWAYS CHINA), ¥316 million (fiscal year ended December 2025, ADWAYS ASIA), ¥4 million (fiscal year ended December 2025, business to be acquired, estimated) |
| Acquisition price | ¥1 for the equity interest in ADWAYS CHINA and ¥1 for the common shares of ADWAYS ASIA |
| Expenses other than the acquisition price | Due diligence and share valuation expenses: ¥4 million (approximate amount) |
| Type of Consideration | Cash |
| Number of shares acquired | ADWAYS ASIA: 1,000,000 shares (equivalent to 1,000,000 voting rights; 100.0% voting-rights ownership). ADWAYS CHINA: 100.0% of the equity interests. |
| Voting rights ownership percentage | Before ADWAYS ASIA：0％。ADWAYS CHINA：0％ → after ADWAYS ASIA：100.0％。ADWAYS CHINA：100.0％ |
| Amount of extraordinary income (loss) | The Company expects to record extraordinary income from the recognition of negative goodwill. The amount is currently being calculated; the quarter in which it will be recorded has not been specified. |
| Impact on Business Performance | The impact on consolidated results is currently under review. The transaction is expected to contribute to improved performance over the medium to long term. The companies are scheduled to become subject to consolidation from the fiscal year ending July 2026. |
| Date of board resolution | 30 April 2026 |
| Contract Date | 30 April 2026 |
| Execution Date / Effective Date | 1 May 2026 (scheduled) |
| Valuation methodology | Share valuation (details of the methodology: not disclosed) |
| Conditions Precedent to Execution | ADWAYS ASIA's businesses, assets and liabilities other than its advertising business are scheduled to be transferred to a subsidiary to be established through a demerger by the date on which the equity transfer is completed. |
| Management structure after acquisition | The Group will use its marketing expertise and management platform to promote integrated services in the Chinese market covering advertising, live commerce, social media marketing and cross-border e-commerce support. The corporate name, representative and treatment of employees: not disclosed |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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 transaction is intended to incorporate the companies' business foundation in the Chinese market, networks with local platforms, customer base and operational capabilities, and combine these with the Company's D2C and e-commerce marketing expertise. The Company expects to expand services including live commerce, social media marketing and cross-border e-commerce support, thereby accelerating the growth of its global business.
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.