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

[Sales: ¥1.463 billion] [Profitable] Notice of Basic Agreement on Making Mobile Systems and Mobile Communications Company "パロットビーク株式会社" a Wholly Owned Subsidiary through Share Acquisition

売れるネット広告社 Group has entered into a basic agreement to make パロットビーク株式会社, which operates mobile systems and mobile communications businesses, a wholly owned subsidiary through the acquisition of its shares. The acquisition method, such as a share transfer or share exchange, and the acquisition price have not been determined. The transaction is scheduled to be completed on 1 August 2026.

Worth reading
71In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
15
% (minimum acquisition price as a percentage of the Company's net assets in the immediately preceding fiscal year)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Basic agreement concerning the acquisition of shares and making the target company a subsidiary
Disclosing companyUreru Net Advertising Group Co.,Ltd.
パロットビーク株式会社Voting rights ownership percentageNumber of shares acquired The number of shares and voting rights is not disclosed. Ownership interest to be acquired: 100.0%

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

Development and sale of mobile systems / Wholesale of mobile communications lines and devices / Operation of an e-commerce website

Location Shinjuku-ku, TokyoShare capital ¥12,000,000Date of incorporation October 2016
Net Sales¥1,463 million (fiscal year ended September 2025)
Operating profit¥6 million (fiscal year ended September 2025)
Net income for the current fiscal year¥7 million (fiscal year ended September 2025)
Net assets¥83 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceExpected to be at least 15% of the Company's net assets in the immediately preceding fiscal year (currently under discussion and not yet determined)
Type of ConsiderationNot disclosed (a share transfer, share exchange or other method is under consideration)
Impact on Business Performance

There will be no impact on consolidated results for the fiscal year ending July 2026. Over the medium to long term, the Company believes the transaction will contribute to enhancing the corporate value of the Group.

Procedures and assumptions
Management structure after acquisitionThe target company is scheduled to become a consolidated subsidiary from August 2026. The corporate name, representative and treatment of employees are not disclosed
This transaction
ItemDetails
Transaction nameBasic agreement concerning the acquisition of shares and making the target company a subsidiary
Name of the Subject Companyパロットビーク株式会社
Business Description of the Subject CompanyDevelopment and sale of mobile systems / Wholesale of mobile communications lines and devices / Operation of an e-commerce website
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥12,000,000
Date of Establishment of the Subject CompanyOctober 2016
Net Sales of the Subject Company¥1,463 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥6 million (fiscal year ended September 2025)
Net Income of the Subject Company¥7 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥83 million (fiscal year ended September 2025)
Acquisition priceExpected to be at least 15% of the Company's net assets in the immediately preceding fiscal year (currently under discussion and not yet determined)
Type of ConsiderationNot disclosed (a share transfer, share exchange or other method is under consideration)
Number of shares acquiredThe number of shares and voting rights is not disclosed. Ownership interest to be acquired: 100.0%
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThere will be no impact on consolidated results for the fiscal year ending July 2026. Over the medium to long term, the Company believes the transaction will contribute to enhancing the corporate value of the Group.
Date of board resolution28 May 2026
Contract Date28 May 2026 (date of execution of the basic agreement)
Execution Date / Effective Date1 August 2026 (scheduled)
Management structure after acquisitionThe target company is scheduled to become a consolidated subsidiary from August 2026. The corporate name, representative and treatment of employees are not disclosed
Items this document does not state (13)
Counterparty nameExpenses other than the acquisition priceMerger 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.

The transaction is intended to strengthen and expand the Group's business foundation in the communications infrastructure sector through collaboration with its existing consolidated subsidiary, JCNT. The Group aims to provide integrated solutions, including systems for local governments and communications services for corporations, by incorporating パロットビーク's capabilities in SIM and eSIM product design, sales channels and operations, thereby enhancing corporate value over the medium to long term.

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.
[Sales: ¥1.463 billion] [Profitable] Notice of Basic Agreement on Making Mobile Systems and Mobile Communications Company "パロットビーク株式会社" a Wholly Owned Subsidiary through Share Acquisition | Ureru Net Advertising Group Co.,Ltd. (9235) timely disclosure | Komori