Decision and Details
Ureru Net Advertising Group Co.,Ltd.Share delivery with 株式会社Step y’s as the share delivery subsidiary
Based on a comprehensive consideration of Step y’s financial condition, asset position and future outlook, including its financial forecasts, the results of the valuation conducted by an independent valuation institution, the results of financial, tax and legal due diligence, the future business plan, expected synergies and market conditions.
Step y’s is scheduled to become a subsidiary. No specific amount of the impact on financial results has been disclosed. Under Step y’s business plan, operating profit is projected to increase from ¥3 million in the fiscal year ended June 2025 to ¥65 million in the fiscal year ending June 2031.
| Item | Details |
|---|---|
| Matter Covered | Share delivery with 株式会社Step y’s as the share delivery subsidiary |
| Decision-Making Body | Ureru Net Advertising Group Co.,Ltd. |
| Decision Date | 3 July 2026 (date the share delivery plan was prepared) |
| Implementation Date | 10 August 2026 (scheduled effective date) |
| Period Covered | From 10 August 2026 onward (from the effective date onward) |
| Amount | Step y’s equity value: ¥367 million–¥549 million; equity value per share: ¥40,829–¥61,021; equity value of the company: ¥497 per share |
| Quantity / scale | Minimum number of Step y’s common shares to be acquired: 4,590; Step y’s issued shares: 9,000; ordinary shares of the company to be delivered: 492,552 (scheduled); share delivery ratio: 107.31 ordinary shares of the company for each Step y’s ordinary share; percentage of the company’s total issued shares: 6.08%; voting interest: 51.00% |
| Impact on Business Performance | Step y’s is scheduled to become a subsidiary. No specific amount of the impact on financial results has been disclosed. Under Step y’s business plan, operating profit is projected to increase from ¥3 million in the fiscal year ended June 2025 to ¥65 million in the fiscal year ending June 2031. |
| Reason | Based on a comprehensive consideration of Step y’s financial condition, asset position and future outlook, including its financial forecasts, the results of the valuation conducted by an independent valuation institution, the results of financial, tax and legal due diligence, the future business plan, expected synergies and market conditions. |
| 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 of the Companies Act; Article 39-2 of the Ordinance on Company Accounting; Article 192, paragraph 1 of the Companies Act; Article 234 of the Companies Act |
| Related previous disclosures | Step y’s share valuation report dated 12 June 2026; resolution of the Board of Directors meeting held on 2 July 2026 |
| Future plans | The deadline for applications to transfer Step y’s shares is 31 July 2026, subject to change. The effective date of the share delivery is scheduled for 10 August 2026, subject to change or cancellation. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.After considering Step y’s financial condition, asset position and future financial forecasts, and referring to the valuation conducted by an independent valuation institution, the company determined that the share delivery would benefit the shareholders of both companies.