Decision and Details
Board of Directors of Ureru Net Advertising Group Co.,Ltd. (share delivery plan prepared on 2 July 2026)Share delivery under which パロットビーク株式会社 will become the subsidiary
The company comprehensively considered the share valuation results, パロットビーク's financial and asset condition and future outlook, including its financial forecasts, financial, tax and legal due diligence, future business plans, expected synergies and market conditions. It also determined that, even upon acquiring 398 shares, the voting-rights ownership ratio would be 60.03%, satisfying the requirements of Article 774-3, Paragraph 2 of the Companies Act.
The valuation is based on a business plan projecting operating profit for パロットビーク from the fiscal year ending September 2026 through the fiscal year ending September 2030, rising from ¥6 million in actual results for the fiscal year ended September 2025 to ¥45 million for the fiscal year ending September 2026 and ¥94 million for the fiscal year ending September 2030. The impact of the share delivery itself on the company's results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Share delivery under which パロットビーク株式会社 will become the subsidiary |
| Decision-Making Body | Board of Directors of Ureru Net Advertising Group Co.,Ltd. (share delivery plan prepared on 2 July 2026) |
| Decision Date | 2 July 2026 (date the share delivery plan was prepared) |
| Implementation Date | 10 August 2026 (scheduled effective date; subject to change if necessary) |
| Period Covered | Share delivery procedures from the application deadline of 31 July 2026 through the effective date of 10 August 2026, and the making of パロットビーク a subsidiary after the effective date |
| Amount | パロットビーク enterprise value based on the DCF method: ¥311 million–¥532 million; per-share value: ¥469,557–¥802,314; enterprise value based on the comparable listed company method: ¥227 million–¥381 million; per-share value: ¥341,734–¥574,280; value of the company's shares: ¥508 per share |
| Quantity / scale | Minimum acquisition of 398 パロットビーク shares (voting-rights ownership ratio: 60.03%); 555,114 shares of the company's common stock to be delivered; share delivery ratio of 1,394.76 shares of the company's common stock for each common share of パロットビーク; 6.85% of the company's total shares issued (as of 30 June 2026) |
| Impact on Business Performance | The valuation is based on a business plan projecting operating profit for パロットビーク from the fiscal year ending September 2026 through the fiscal year ending September 2030, rising from ¥6 million in actual results for the fiscal year ended September 2025 to ¥45 million for the fiscal year ending September 2026 and ¥94 million for the fiscal year ending September 2030. The impact of the share delivery itself on the company's results is not disclosed. |
| Reason | The company comprehensively considered the share valuation results, パロットビーク's financial and asset condition and future outlook, including its financial forecasts, financial, tax and legal due diligence, future business plans, expected synergies and market conditions. It also determined that, even upon acquiring 398 shares, the voting-rights ownership ratio would be 60.03%, satisfying the requirements of Article 774-3, Paragraph 2 of the Companies Act. |
| Governing Rule | Article 816-2, Paragraph 1 of the Companies Act; Article 213-2 of the Ordinance for Enforcement of the Companies Act; Article 774-3, Paragraphs 1, Items 2–6 and 2 of the Companies Act; Article 816-8, Paragraph 1 of the Companies Act; Article 39-2 of the Ordinance on Company Accounting; Article 192, Paragraph 1 of the Companies Act; and Article 234 of the Companies Act |
| Future plans | The deadline for applications to transfer shares is scheduled for 31 July 2026, and the share delivery is scheduled to take effect on 10 August 2026. The deadline and effective date may be changed if required for procedural reasons or other reasons. |
Items this document does not state (1)
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 determined that the share delivery ratio would serve the interests of the shareholders of both companies after comprehensively considering the results of the valuation of パロットビーク's shares, its financial and asset condition and financial forecasts, the results of due diligence, its future business plans, expected synergies and market conditions. It also determined that the minimum voting-rights ownership requirement necessary to make パロットビーク a subsidiary would be met.