Ureru Net Advertising Group Co., Ltd. (Headquarters: Fukuoka City, Fukuoka Prefecture, President and CEO: Sohei Uekihara, TSE Growth Market: Securities Code 9235, hereinafter referred to as "the Company") announced today that its Board of Directors resolved to implement a share delivery (hereinafter referred to as "this Share Delivery") with the Company as the share delivery parent company and Parrotbeak Co., Ltd. (hereinafter referred to as "Parrotbeak") as the share delivery subsidiary, regarding the "Notice Regarding Basic Agreement on Acquisition of Shares of Mobile System and Mobile Communications Company 'Parrotbeak Co., Ltd.' to Make it a Wholly-Owned Subsidiary with Sales of 1.463 Billion Yen and Profitability" announced on May 28, 2026.
In the aforementioned press release, the Company announced its intention to acquire 100% of the total issued shares of Parrotbeak (663 shares). However, through discussions with Parrotbeak's shareholders, the Company will acquire 60.03% of the total issued shares of Parrotbeak and make it a subsidiary. Further acquisition of Parrotbeak shares is undecided at this time.
This Share Delivery is scheduled to be implemented on August 10, 2026, subject to approval at an extraordinary general meeting of shareholders to be held in late July 2026.
Details
I. Regarding this Share Delivery
1. Purpose of this Share Delivery
The Company Group, under its management philosophy of "leading all involved companies to 100% success using the strongest 'ureru' know-how®," is expanding its business domains through M&A as a key growth strategy, in addition to operating D2C (online retail) businesses, marketing support businesses, and AI-related businesses.
Parrotbeak, on the other hand, operates a mobile system business for local governments and a mobile communications business, building a stable customer and revenue base through system provision supporting public infrastructure maintenance and management, and communication services utilizing SIM/eSIM. In the most recent fiscal year, it recorded sales of 1,463 million yen and ordinary profit of 8 million yen, demonstrating continuous business operations.
In particular, the mobile system business for local governments features a stock-type revenue model that is less affected by economic fluctuations, with numerous long-term contracts related to public infrastructure management. The Company Group believes that acquiring this highly stable revenue base will strengthen the overall revenue portfolio and stabilize performance.
Furthermore, its mobile communications business operates corporate communication services, IoT communication services, SIM/eSIM services, and inbound communication services, possessing a business foundation in a growth sector with expected market expansion.
Through this Share Delivery, by integrating the Company Group's marketing know-how, advertising operation know-how, SEO/AEO (AI Search Optimization) know-how, and customer base with Parrotbeak's mobile communication services, system development/operation know-how for local governments, and communication infrastructure base, we aim to create synergies such as developing new customer segments, promoting cross-selling, and developing new services.
Additionally, through collaboration with JCNT Inc., a consolidated subsidiary of the Company Group, we aim to build an integrated communication infrastructure solution of "terminals x communication x systems" by combining JCNT Inc.'s terminal procurement/supply capabilities and corporate sales base with Parrotbeak's SIM/eSIM design/operation know-how and communication service infrastructure.
This will strengthen our proposal capabilities to local governments, corporations, the IoT field, and inbound markets, enhancing the overall competitiveness and expanding revenue opportunities for the Group.
Moreover, by conducting this Share Delivery with shares as consideration, it suppresses the Company's financial burden while enabling the continued participation of Parrotbeak's existing management and major shareholders in the business, which is deemed beneficial for the mid-to-long-term increase in corporate value of both companies.
The Company Group positions M&A as one of its key growth strategies, and this Share Delivery is being implemented as part of the "Strategic M&A Model of Similar Scale" promoted by the Company. We have decided to proceed with this Share Delivery because it will expand our business domain into the communication and DX fields, acquire both a stable revenue base and a growth business base, and achieve an increase in the overall corporate value of the Group.
2. Summary of this Share Delivery
(1) Schedule of this Share Delivery
(Note 1) The schedule above may change due to the progress of procedures for this Share Delivery.
(Note 2) As the Company plans to conclude a total transfer agreement based on the provisions of Article 774-6 of the Companies Act, it will not perform the procedures stipulated in Article 774-4 (Application for Transfer of Shares of Share Delivery Subsidiary) and Article 774-5 (Allotment of Shares of Share Delivery Subsidiary to be Acquired by Share Delivery Parent Company) of the same Act.
(Note 3) This Share Delivery is conditional upon the effectiveness of a registration statement under the Financial Instruments and Exchange Act.
(2) Method of this Share Delivery
This Share Delivery will be conducted with the Company as the share delivery parent company and Parrotbeak as the share delivery subsidiary. In this Share Delivery, the Company's shares will be allotted and delivered to Parrotbeak's shareholders as consideration for this Share Delivery.
Furthermore, on July 27, 2026, the Company plans to enter into a total transfer agreement with Kazuhiro Suzuki, Representative Director of Parrotbeak who holds 192 shares of Parrotbeak's total issued shares, Sadayuki Maeda who holds 321 shares, and individual shareholder A who holds 150 shares, to acquire a total of 398 shares of Parrotbeak's shares as the total number of shares to be acquired by the Company in this Share Delivery. Therefore, based on the provisions of Article 774-6 of the Companies Act, the procedures stipulated in Article 774-4 (Application for Transfer of Shares of Share Delivery Subsidiary) and Article 774-5 (Allotment of Shares of Share Delivery Subsidiary to be Acquired by Share Delivery Parent Company) of the same Act will not be performed.
(3) Details of Allotment in this Share Delivery
The Company will deliver 1,394.76 shares of the Company's common stock for each share of Parrotbeak's common stock. All of the Company's common stock to be delivered as allotment for Parrotbeak's shares in this Share Delivery will be newly issued shares. The minimum number of Parrotbeak's common shares to be acquired by the Company is 398 shares. If the Company acquires this minimum number of shares, it will deliver 555,114 shares of the Company's common stock, representing 6.85% of the Company's total issued shares of 8,103,791 as of June 30, 2026.
(Note 1) All of the Company's common stock to be delivered as allotment for Parrotbeak's shares in this Share Delivery will be newly issued shares. While 555,114 shares are planned as of today, the actual number of shares issued by the Company may vary depending on the number of shares transferred by Parrotbeak's shareholders.
(Note 2) Through this Share Delivery, the Company plans to acquire 398 shares of common stock (398 voting rights) out of Parrotbeak's total issued shares of 663 (663 voting rights) and make Parrotbeak a subsidiary. However, the actual number of shares acquired by the Company may vary.
(Note 1) Handling of fractional shares (less than one unit)
For shareholders of Parrotbeak who will hold fractional shares (less than 100 shares) of the Company as a result of this Share Delivery, it will not be possible to sell these fractional shares on the stock exchange market. However, based on the provisions of Article 192, Paragraph 1 of the Companies Act, they may request the Company to purchase their fractional shares.
(Note 2) Handling of fractions less than one share
If fractions less than one share of the Company's common stock arise as a result of this Share Delivery, the amount corresponding to the fractional part will be paid to Parrotbeak's shareholders in accordance with the provisions of Article 234 of the Companies Act.
(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights related to this Share Delivery
There are no stock acquisition rights or bonds with stock acquisition rights issued by Parrotbeak.
3. Basis and Reason for Allotment Details in this Share Delivery
(1) Basis and Reason for Allotment Details
In considering the allotment details for this Share Delivery, the Company commissioned Aoyama Trust Accounting Co., Ltd., an independent third-party valuation institution, to calculate the share value of Parrotbeak to ensure fairness and appropriateness.
Based on the results of the share value calculation by the valuation institution, and carefully considering Parrotbeak's financial condition, asset status, future outlook such as financial projections, the Company concluded that implementing this Share Delivery at the determined share delivery ratio would be beneficial to the interests of both companies' shareholders.
(2) Matters Related to Calculation
1 Name of Calculation Institution and Relationship with the Company
The Company selected Aoyama Trust Accounting Co., Ltd., an independent third-party valuation institution from both the Company and Parrotbeak, and obtained a calculation report on the share value of Parrotbeak as of May 27, 2026.
Aoyama Trust Accounting Co., Ltd. is not a related party to the Company or Parrotbeak and has no significant interest to disclose in relation to this Share Delivery.
2 Outline of Calculation
In determining the allotment details for this Share Delivery, the Company valued its own shares at 508 yen per share (Note) using the market price method, taking into account that it is a listed company.
For Parrotbeak's share value, the DCF method was primarily adopted as it can appropriately reflect its future earnings capacity as a going concern, with the comparable company method used as a reference.
The DCF method calculation was based on Parrotbeak's business plan, valuing the company at 311 million yen to 532 million yen, and the share value at 469,557 yen to 802,314 yen per share. The business plan of Parrotbeak, which forms the basis of the DCF method calculation, includes fiscal years where significant profit increases are expected due to future business expansion. Specifically, in the fiscal year ending September 2026, significant increases in operating profit are anticipated due to the strong performance of the mobile system business and synergy effects with JCNT Inc., a consolidated subsidiary of the Company, in the mobile communications business. The financial projections for Parrotbeak from the fiscal year ending September 2026 to the fiscal year ending September 2030, which anticipate significant profit increases, are as follows:
In addition, the reference valuation using the comparable company method calculated the company value at 227 million yen to 381 million yen, and the share value at 341,734 yen to 574,280 yen per share.
Aoyama Trust Accounting Co., Ltd. is not a related party to the Company or Parrotbeak and has no significant interest to disclose in relation to this Share Delivery.
The company conducted the calculation based on the premise that the provided materials and information are accurate and complete, that there are no undisclosed material facts, and that the business plan is based on reasonable assumptions.
The Company determined the transaction terms for the "Details of Allotment in this Share Delivery" in Section 2 (3) above, by comprehensively considering the calculation results, the results of financial, tax, and legal due diligence, future business plans, expected synergy effects, and market conditions.
(Note) To ensure a value free from arbitrariness, the closing price of the Company's common stock on the Tokyo Stock Exchange Growth Market on July 1, 2026 (the business day prior to the Board of Directors' resolution date), which is 508 yen, has been used. This is the market price immediately prior to the Board of Directors' resolution date and is considered reasonable and not particularly favorable.
(3) Prospect of Delisting and Reason Thereof
As the Company will be the share delivery parent company in this Share Delivery, and Parrotbeak, the share delivery subsidiary, is unlisted, there are no applicable matters.
(4) Measures to Ensure Fairness
To ensure the fairness of the share delivery ratio in this Share Delivery, the Company selected Aoyama Trust Accounting Co., Ltd., an independent third-party valuation institution from both the Company and Parrotbeak, and obtained a calculation report on the share value of Parrotbeak as of May 27, 2026. For an overview of this calculation report, please refer to "2 Outline of Calculation" in "(2) Matters Related to Calculation" under "3. Basis and Reason for Allotment Details in this Share Delivery" above.
4. Overview of Companies Involved in this Share Delivery
Overview of the Share Delivery Parent Company (the Company)
* Consolidated financial statements have been prepared since the fiscal year ending July 2024.
* Shareholding ratios are based on the shareholder registry as of May 8, 2026.
Overview of the Share Delivery Subsidiary (Parrotbeak)
* Prepared based on tax returns.
5. Situation After this Share Delivery
6. Outline of Accounting Treatment
The accounting treatment for this Share Delivery falls under "acquisition" in accordance with the Business Combinations Accounting Standards, and will be treated as the Company's acquisition of Parrotbeak. The Company anticipates the occurrence of positive goodwill from this treatment, but the amortization period and other details are not yet determined.
7. Future Outlook
The impact of this Share Delivery on the Company's consolidated performance is currently under review. Any matters that require disclosure will be promptly announced.
II. Change in Subsidiary (Specified Subsidiary)
1. Reason and Method of Change
The Company's Board of Directors resolved today to conduct this Share Delivery and make Parrotbeak a subsidiary of the Company (60.03% voting rights held). As Parrotbeak's sales in the most recent fiscal year are equivalent to 10% or more of the Company's consolidated sales in the most recent consolidated fiscal year, this is expected to constitute a change in a specified subsidiary.
2. Overview of the Subsidiary Being Changed
Please refer to "4. Overview of Companies Involved in this Share Delivery" in "I. Regarding this Share Delivery."
3. Schedule of Change
Please refer to "(1) Schedule of this Share Delivery" in "2. Summary of this Share Delivery" in "I. Regarding this Share Delivery."
4. Future Outlook
Please refer to "7. Future Outlook" in "I. Regarding this Share Delivery."
End
Company Name: Ureru Net Advertising Group Co., Ltd. (TSE Growth Market: Securities Code 9235)
Tokyo Office
2-3-1 Odaiba, Minato-ku, Tokyo 135-0091 Trade Pier Odaiba 20F
TEL: 03-6459-0562 FAX: 03-6459-0563
Fukuoka Office (Headquarters)
2-3-8 Momochihama, Sawara-ku, Fukuoka City, Fukuoka 814-0001 RKB Broadcasting Hall 4F
TEL: 092-834-5520 FAX: 092-834-5540
Representative: Sohei Uekihara, President and CEO
Date Established: January 20, 2010
URL: https://group.ureru.co.jp
Facebook: https://www.facebook.com/ureru
<Inquiries Regarding This Release>
Yuya Goto, Executive Officer, Ureru Net Advertising Group Co., Ltd.
E-MAIL: goto@ureru.co.jp
TEL: 092-834-5520
FACT BOX
- Source: PR TIMES
- Category: M&A