Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
4
¥100 million (provisional estimate of the consideration for acquiring existing development assets)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Establishment of GANECCICounterpartyIsogai Hiroshi (礒貝 浩資)
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
Provision of crypto-asset payment services
Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 20 August 2026
Consideration and expenses
Acquisition priceApproximately ¥400 million (current estimate; the final acquisition price has not been determined)
Expenses other than the acquisition priceDevelopment costs: approximately ¥100 million; procurement and other costs related to service operations: ¥300 million (planned)
Funding arrangementsThe approximately ¥100 million in development costs is expected to be raised through a loan from Isogai Hiroshi (礒貝浩資) by around January 2027, while the ¥300 million for service operations is expected to be financed through bank borrowings.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending July 2027 is currently expected to be immaterial. If a material impact is expected, the Company will make a timely disclosure.
Procedures and assumptions
Valuation methodologyA provisional valuation based on the development costs, development man-hours, outsourcing costs and the business value of the system, as presented by Isogai Hiroshi (礒貝浩資). An investigation and valuation by external experts is scheduled to be conducted in the future.
Conditions Precedent to ExecutionWith respect to the acquisition of existing development assets, an investigation and valuation by external experts will be conducted, and the transaction will be finalized after confirming the existence of the assets, ownership of the relevant rights, usability and the appropriateness of the price. At the launch of the service, the Company will respond appropriately based on the relevant laws and regulations and the views of the supervisory authorities.
Management structure after acquisitionThe representative director will be Sugimura Mina (杉村美菜). Isogai Hiroshi (礒貝浩資) will be involved in business strategy and technology as a shareholder holding a 49% stake and is expected to provide advice and support under an outsourcing agreement or similar arrangement, but will not become a director or representative director. 2 of the Company's officers and employees are expected to concurrently serve as directors.
| Item | Details |
|---|---|
| Transaction name | Establishment of GANECCI |
| Counterparty name | Isogai Hiroshi (礒貝 浩資) |
| Name of the Subject Company | GANECCI |
| Business Description of the Subject Company | Provision of crypto-asset payment services |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 20 August 2026 |
| Acquisition price | Approximately ¥400 million (current estimate; the final acquisition price has not been determined) |
| Expenses other than the acquisition price | Development costs: approximately ¥100 million; procurement and other costs related to service operations: ¥300 million (planned) |
| Voting rights ownership percentage | After 51％ (before not disclosed) |
| Funding arrangements | The approximately ¥100 million in development costs is expected to be raised through a loan from Isogai Hiroshi (礒貝浩資) by around January 2027, while the ¥300 million for service operations is expected to be financed through bank borrowings. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending July 2027 is currently expected to be immaterial. If a material impact is expected, the Company will make a timely disclosure. |
| Date of board resolution | 29 July 2026 |
| Execution Date / Effective Date | 20 August 2026 (scheduled establishment date) |
| Valuation methodology | A provisional valuation based on the development costs, development man-hours, outsourcing costs and the business value of the system, as presented by Isogai Hiroshi (礒貝浩資). An investigation and valuation by external experts is scheduled to be conducted in the future. |
| Conditions Precedent to Execution | With respect to the acquisition of existing development assets, an investigation and valuation by external experts will be conducted, and the transaction will be finalized after confirming the existence of the assets, ownership of the relevant rights, usability and the appropriateness of the price. At the launch of the service, the Company will respond appropriately based on the relevant laws and regulations and the views of the supervisory authorities. |
| Management structure after acquisition | The representative director will be Sugimura Mina (杉村美菜). Isogai Hiroshi (礒貝浩資) will be involved in business strategy and technology as a shareholder holding a 49% stake and is expected to provide advice and support under an outsourcing agreement or similar arrangement, but will not become a director or representative director. 2 of the Company's officers and employees are expected to concurrently serve as directors. |
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent valuation institutionSpecial 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.The establishment date was changed because preparations for the establishment required more time than initially expected. In addition, after reviewing the management structure for the division of duties and the administration of budgets, contracts and development progress, the Company determined that separating the major shareholder and business strategy responsibilities from day-to-day executive responsibilities would be appropriate in terms of clarifying roles and responsibilities, ensuring transparency in decision-making, providing mutual checks and balances, and managing the company as a subsidiary.
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