Worth reading
74In 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
492552
The Company's common shares (planned)Wording
Conditional
How definitive the wording is.This transaction
This share deliveryCounterpartyKabasawa Yukari (樺澤由加利)
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.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 ¥9 millionDate 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¥5 million (fiscal year ended June 2025)
Net assets¥32 million (fiscal year ended June 2025)
Consideration and expenses
Type of ConsiderationShares (107.31 Company common shares to be delivered for each common share of Step y’s)
Minimum number of shares to be purchasedNot applicable as this is not a tender offer. The minimum number of shares to be acquired is 4,590
Tender offer periodNot applicable as this is not a tender offer
Funding arrangementsShare consideration through the issuance of new common shares of the Company
Goodwill amountPositive goodwill is expected to arise, but the amount and amortization period have not been determined at this time
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the Company's consolidated results and other matters are currently under review
Procedures and assumptions
Valuation methodologyThe Company used the market stock price method, while Step y’s used the discounted cash flow method. The comparable listed company method and net asset method were not used
Independent valuation institution株式会社青山トラスト会計社
Special CommitteeNo special committee mentioned
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 are planned to the Company's trade name, location, representative or business activities. The treatment of Step y’s representative and employees after the acquisition is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share delivery |
| Counterparty name | Kabasawa Yukari (樺澤由加利) |
| Name of the Subject Company | 株式会社 Step y’s |
| Business Description of the Subject Company | Call center operations centered on telephone answering services and customer support, as well as the provision of SES and BPO services |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥9 million |
| Date of Establishment of the Subject Company | 11 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 | ¥5 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | ¥32 million (fiscal year ended June 2025) |
| Type of Consideration | Shares (107.31 Company common shares to be delivered for each common share of Step y’s) |
| Minimum number of shares to be purchased | Not applicable as this is not a tender offer. The minimum number of shares to be acquired is 4,590 |
| Tender offer period | Not applicable as this is not a tender offer |
| Number of shares acquired | 4,590 shares and 4,590 voting rights (planned) |
| Voting rights ownership percentage | After 51.0% (before not disclosed) |
| Funding arrangements | Share consideration through the issuance of new common shares of the Company |
| Goodwill amount | Positive goodwill is expected to arise, but the amount and amortization period have not been determined at this time |
| Impact on Business Performance | The impact on the Company's consolidated results and other matters are currently under review |
| Date of board resolution | 3 July 2026 |
| Contract Date | 27 July 2026 (planned) |
| Execution Date / Effective Date | 10 August 2026 (planned) |
| Valuation methodology | The Company used the market stock price method, while Step y’s used the discounted cash flow method. The comparable listed company method and net asset method were not used |
| Independent valuation institution | 株式会社青山トラスト会計社 |
| Special Committee | No special committee mentioned |
| 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 are planned to the Company's trade name, location, representative or business activities. The treatment of Step y’s representative and employees after the acquisition is Not disclosed |
Items this document does not state (5)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceAmount of extraordinary income (loss)
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 Company aims to build an integrated solution platform providing end-to-end support from customer acquisition through order fulfillment and customer support by combining its expertise in internet advertising, social media marketing, SEO, AEO and the use of AI with Step y’s expertise in contact center and BPO operations. The Company also aims to enhance the value provided to corporate customers, acquire new customers, create cross-selling opportunities, improve profitability and build an AI contact center.
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.