Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
60.03
Voting rights ownership ratio (%)Wording
Conditional
How definitive the wording is.This transaction
This share deliveryCounterpartyMaeda Sadayuki (前田貞行), Suzuki Kazuhiro (鈴木一裕), Private shareholder A
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.White points represent dates designated as scheduled dates in the document.
Target company
Construction and sale of mobile systems Wholesale of mobile communications lines and devices Operation of an e-commerce site
Location Shinjuku-ku, TokyoShare capital ¥12 millionDate of incorporation 7 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
Type of ConsiderationShares (new issuance of the company's common shares)
Minimum number of shares to be purchased398 shares
Funding arrangementsAs the consideration will consist of shares, no cash funding for the acquisition is stated. All shares to be delivered will be newly issued.
Goodwill amountPositive goodwill is expected to arise, but the amount has not yet been determined. The amortization period has also not yet been determined.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
Currently under review. If any matter requiring disclosure arises, it will be announced promptly.
Procedures and assumptions
Valuation methodologyThe company will primarily use the market price method, while パロットビーク株式会社 will primarily use the discounted cash flow method. The comparable listed company method will also be used for reference.
Independent valuation institution株式会社青山トラスト会計社
Conditions Precedent to ExecutionApproval at the Company's extraordinary general meeting of shareholders scheduled for late July 2026, and the effectiveness of the securities registration statement under the Financial Instruments and Exchange Act
Management structure after acquisitionNo changes to the company's corporate name, location, representative, business activities or other matters are stated as planned. The existing management team and major shareholders of パロットビーク株式会社 will be able to continue participating in its business.
| Item | Details |
|---|---|
| Transaction name | This share delivery |
| Counterparty name | Maeda Sadayuki (前田貞行), Suzuki Kazuhiro (鈴木一裕), Private shareholder A |
| Name of the Subject Company | パロットビーク株式会社 |
| Business Description of the Subject Company | Construction and sale of mobile systems Wholesale of mobile communications lines and devices Operation of an e-commerce site |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥12 million |
| Date of Establishment of the Subject Company | 7 October 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) |
| Type of Consideration | Shares (new issuance of the company's common shares) |
| Minimum number of shares to be purchased | 398 shares |
| Number of shares acquired | 398 shares and 398 voting rights (planned) |
| Voting rights ownership percentage | Before 100％ → after 60.03％ |
| Funding arrangements | As the consideration will consist of shares, no cash funding for the acquisition is stated. All shares to be delivered will be newly issued. |
| Goodwill amount | Positive goodwill is expected to arise, but the amount has not yet been determined. The amortization period has also not yet been determined. |
| Impact on Business Performance | Currently under review. If any matter requiring disclosure arises, it will be announced promptly. |
| Date of board resolution | 2 July 2026 |
| Contract Date | 27 July 2026 (予定) |
| Execution Date / Effective Date | 10 August 2026 (予定) |
| Valuation methodology | The company will primarily use the market price method, while パロットビーク株式会社 will primarily use the discounted cash flow method. The comparable listed company method will also be used for reference. |
| Independent valuation institution | 株式会社青山トラスト会計社 |
| Conditions Precedent to Execution | Approval at the Company's extraordinary general meeting of shareholders scheduled for late July 2026, and the effectiveness of the securities registration statement under the Financial Instruments and Exchange Act |
| Management structure after acquisition | No changes to the company's corporate name, location, representative, business activities or other matters are stated as planned. The existing management team and major shareholders of パロットビーク株式会社 will be able to continue participating in its business. |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceTender offer periodAmount of extraordinary income (loss)Special 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.Following discussions with the shareholders of パロットビーク株式会社, the company decided to acquire 60.03% of the total number of issued shares this time. The company cited the objectives of incorporating a stable earnings base, strengthening its earnings portfolio, and creating synergies by combining expertise in marketing, communications and systems.
How to read this page
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