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

Notice of Execution of a Basic Agreement on the Acquisition of Shares in 株式会社ライト, an “AI Service Development and Operations Company” with Positive Operating Profit and Revenue of Up to ¥250 Million, to Make It a Wholly Owned Subsidiary

The 売れるネット広告社グループ has executed a basic agreement to acquire 100% of the shares of 株式会社ライト, which develops and operates AI services, and make it a wholly owned subsidiary. The final agreement is scheduled to be executed on 31 July 2026, and the share acquisition is scheduled to be completed on 1 August 2026.

Worth reading
51Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
15000000
¥
Wording
Conditional
How definitive the wording is.

This transaction

Basic Agreement on the Acquisition of Shares in 株式会社ライト (Making It a Subsidiary)
CounterpartyHayashi Hikaru (林ひかる)
Disclosing companyUreru Net Advertising Group Co.,Ltd.
株式会社ライトVoting rights ownership percentage

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.White points represent dates designated as scheduled dates in the document.
Target company

Digital content operations, operational verification and testing, and AI services development and operations

Location Chiyoda-ku, TokyoShare capital ¥1,000,000Date of incorporation March 2017
Net Sales¥165 million (fiscal year ended February 2026)
Operating profit¥13 million (fiscal year ended February 2026)
Net income for the current fiscal year¥5 million (fiscal year ended February 2026)
Net assets¥1 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥15 million (the acquisition price is the amount stated in the basic agreement and is currently under discussion)
Impact on Business Performance

The impact of this share acquisition on the company’s consolidated results is currently under review. The company expects 株式会社ライト to become a consolidated subsidiary from the fiscal year ending July 2027 and believes the transaction will contribute to improved results over the medium to long term.

This transaction
ItemDetails
Transaction nameBasic Agreement on the Acquisition of Shares in 株式会社ライト (Making It a Subsidiary)
Counterparty nameHayashi Hikaru (林ひかる)
Name of the Subject Company株式会社ライト
Business Description of the Subject CompanyDigital content operations, operational verification and testing, and AI services development and operations
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥1,000,000
Date of Establishment of the Subject CompanyMarch 2017
Net Sales of the Subject Company¥165 million (fiscal year ended February 2026)
Operating Profit of the Subject Company¥13 million (fiscal year ended February 2026)
Net Income of the Subject Company¥5 million (fiscal year ended February 2026)
Net Assets of the Subject Company¥1 million (fiscal year ended February 2026)
Acquisition price¥15 million (the acquisition price is the amount stated in the basic agreement and is currently under discussion)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe impact of this share acquisition on the company’s consolidated results is currently under review. The company expects 株式会社ライト to become a consolidated subsidiary from the fiscal year ending July 2027 and believes the transaction will contribute to improved results over the medium to long term.
Date of board resolution15 June 2026
Contract DateDate of execution of the basic agreement: 15 June 2026; date of execution of the final agreement: 31 July 2026 (scheduled)
Execution Date / Effective Date1 August 2026 (予定)
Items this document does not state (15)
Expenses other than the acquisition priceType of ConsiderationMerger 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 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 aim is to incorporate Light’s AI services development capabilities, AI operations expertise and technology for using corporate knowledge, thereby accelerating the group’s AI strategy. The company intends to combine these capabilities with its AEO business, marketing expertise and customer base to expand its AI implementation support and AEO support services, and strengthen the competitiveness and earnings base of its AI-related businesses.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Execution of a Basic Agreement on the Acquisition of Shares in 株式会社ライト, an “AI Service Development and Operations Company” with Positive Operating Profit and Revenue of Up to ¥250 Million, to Make It a Wholly Owned Subsidiary | Ureru Net Advertising Group Co.,Ltd. (9235) timely disclosure | Komori