Ureru Net Advertising Co., Ltd. Group (Head Office: Fukuoka City, Fukuoka Prefecture; President and CEO: Munenori Uekihara; TSE Growth Market: Securities Code 9235; hereinafter "the Company") announces that, regarding the "Notice Regarding Basic Agreement for Acquisition of Shares (Making a Subsidiary) of Call Center and BPO Business Company "Step y's Co., Ltd." by Ureru Net Advertising Co., Ltd. Group (9235)" disclosed on April 13, 2026, the Company's Board of Directors, in a meeting held today, resolved to implement a share delivery (hereinafter "this Share Delivery") with the Company as the share delivery parent company and Step y's Co., Ltd. (hereinafter "Step y's") as the share delivery subsidiary.
In the aforementioned press release, we announced that we would acquire 100% of the issued shares of Step y's (9,000 shares). However, through discussions with Step y's shareholders, we will acquire 51% of the issued shares of Step y's this time and make it a subsidiary. Further acquisition of Step y's shares is undecided at this time.
This Share Delivery is scheduled to be implemented on August 10, 2026, subject to approval at the Company's extraordinary general meeting of shareholders scheduled to be held in late July 2026.
Details
I. Regarding this Share Delivery
1. Purpose of this Share Delivery
The Company Group operates internet advertising, marketing support, and AI-related businesses under the management philosophy of "Leading all involved companies to 100% success using the strongest 'ureru' know-how®."
Meanwhile, Step y's operates a contact center and BPO business with 24/7 availability across multiple locations nationwide, possessing a broad customer base including real estate-related companies. Furthermore, it has built a stable revenue base centered on long-term contracts, leveraging its strengths in customer service know-how and operational management systems cultivated over many years.
In recent years, corporate marketing activities require optimization of the entire customer touchpoint, including not only lead generation through advertising but also order processing, customer support, and customer follow-up. Maximizing LTV (Customer Lifetime Value) by supporting customers from acquisition to continued use has become a critical theme for corporate growth.
By making Step y's a subsidiary through this Share Delivery, the Company Group will integrate its know-how in internet advertising operations, SNS marketing, SEO/AEO (AI Search Optimization), and AI utilization, along with its customer base, with Step y's' know-how in contact center and BPO operations and its customer support base. This will establish an integrated solution system that supports the entire process from "lead generation" and "order processing" to "customer support."
Through this, the Company Group will expand its business domain beyond traditional marketing support to include customer support and operational management, thereby enhancing value provided to client companies, acquiring new customers, creating cross-selling opportunities, and improving profitability.
Furthermore, through collaboration with the Company Group's AI business, we aim to build next-generation AI contact centers by gradually introducing advanced technologies such as AI voice response, speech recognition, and natural language processing into Step y's operations. This will simultaneously achieve service quality improvement and productivity enhancement, establishing a long-term competitive advantage.
In addition, through collaboration with Ureru Cross-Border EC Co., Ltd., a consolidated subsidiary of the Company Group, we are considering expansion into multilingual support and overseas customer support areas. By capturing domestic and international customer support needs against the backdrop of the expanding cross-border e-commerce market and inbound demand, we aim to create new growth opportunities.
Additionally, Step y's has a stock-based revenue model centered on continuous contracts, generating stable cash flow that is less affected by economic fluctuations. This Share Delivery is expected to significantly contribute to stabilizing the Company Group's revenue base and strengthening its revenue structure.
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 Equivalent Scale" promoted by the Company. We have decided to proceed with this Share Delivery, believing that it will expand our business domain into the BPO and contact center areas, increase revenue through the creation of group synergies, and ultimately enhance the corporate value of the entire Company 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 the share delivery procedures.
(Note 2) As the Company plans to conclude a total transfer agreement pursuant to Article 774-6 of the Companies Act, it will not perform the procedures under 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 the 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 Step y's as the share delivery subsidiary. In this Share Delivery, the Company's shares will be allotted and delivered to the shareholders of Step y's as consideration for this Share Delivery.
Furthermore, on July 27, 2026, the Company plans to enter into a total transfer agreement with Yukari Kaba, the representative director of Step y's and the holder of all issued shares (9,000 shares) of the company, to acquire 4,590 of these shares as the total number of Step y's shares to be acquired by the Company in this Share Delivery. Therefore, pursuant to Article 774-6 of the Companies Act, the procedures under 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 107.31 shares of the Company's common stock for each share of Step y's common stock. All shares of the Company's common stock to be delivered by the Company as allotment for Step y's shares in this Share Delivery will be newly issued shares. The minimum number of Step y's shares to be acquired by the Company is 4,590 shares. If the Company acquires this minimum number of shares, it will deliver 492,552 shares of the Company's common stock, representing 6.08% of the Company's total issued shares of 8,103,791 as of June 30, 2026.
(Note 1) All shares of the Company's common stock to be delivered by the Company as allotment for Step y's shares in this Share Delivery will be newly issued shares. While 492,552 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 Step y's shareholders.
(Note 2) Through this Share Delivery, the Company plans to acquire 4,590 shares of common stock (9,000 voting rights) out of Step y's total issued shares of 9,000 shares (9,000 voting rights) and make Step y's 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 Step y's shareholders who will hold fractional shares of the Company's stock (less than 100 shares) due to this Share Delivery, they cannot sell such fractional shares on the stock exchange market but can request the Company to purchase their fractional shares pursuant to Article 192, Paragraph 1 of the Companies Act.
(Note 2) Handling of fractions less than one share
If fractions less than one share of the Company's common stock arise due to this Share Delivery, the Company will pay an amount corresponding to the fractional part to Step y's shareholders in accordance with the provisions of Article 234 of the Companies Act.
(4) Treatment of Share Options and Bonds with Share Options related to this Share Delivery
There are no share options or bonds with share options issued by Step y's.
3. Basis and Reason for the Allotment Details in this Share Delivery
(1) Basis and Reason for the Allotment Details
In considering the allotment details for this Share Delivery, the Company commissioned Aoyama Trust Accounting Co., Ltd., an independent third-party valuation firm, to calculate the share value of Step y's to ensure fairness and reasonableness.
Based on the results of the share value calculation of Step y's by the valuation firm, and carefully considering Step y's financial condition, asset status, and future outlook including financial projections, the Company has concluded that implementing this Share Delivery at the determined share exchange ratio will benefit the shareholders of both companies.
(2) Matters related to Calculation
1 Name of Valuation Firm and its Relationship with the Company
The Company selected Aoyama Trust Accounting Co., Ltd., an independent third-party valuation firm, and obtained a valuation report on the share value of Step y's dated June 12, 2026.
Aoyama Trust Accounting Co., Ltd. is not a related party to the Company or Step y's 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 497 yen per share (Note) using the market price method, taking into account that the Company is a listed company.
For Step y's share value, the Discounted Cash Flow (DCF) method was adopted as it appropriately reflects the future earnings potential as a going concern. The comparable company method was not used because, although there are listed companies with similar business content, it was difficult to select comparable companies with sufficient similarity in terms of sales, profit levels, and total asset size. The net asset method was also not used as it does not reflect future earnings potential.
The DCF method calculation was performed based on the projected results for the current period prepared by Step y's and the business plan presented by the Company. The share value was calculated to be between 367 million yen and 549 million yen, or 40,829 yen to 61,021 yen per share. The business plan of Step y's, which forms the basis of the DCF method calculation, includes fiscal years where significant profit increases are expected due to future business expansion. Specifically, significant increases in operating profit are expected in the fiscal year ending June 2026 due to business expansion through securing human resources for the contact center business, and in the fiscal year ending June 2028 due to the integration of the contact center business and AI business. The financial projections for Step y's from the fiscal year ending June 2026 to the fiscal year ending June 2031, which anticipate significant profit increases, are as follows:
In the sensitivity analysis for the DCF method, the weighted average cost of capital (WACC) was set at 8.89% and the terminal growth rate at 0% as the central values, with a range of ±1% applied for evaluation.
Aoyama Trust Accounting Co., Ltd. is not a related party to the Company or Step y's and has no significant interest to disclose in relation to this Share Delivery. The firm conducted the calculation 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 allotment details described in "2. Summary of this Share Delivery" (3) "Details of Allotment in this Share Delivery" 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 2, 2026 (the business day prior to the Board of Directors' resolution date), which is 497 yen, has been used. This is the market stock 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 Step y's, the share delivery subsidiary, is unlisted, there are no applicable matters.
(4) Measures to Ensure Fairness
To ensure the fairness of the share exchange ratio calculation for this Share Delivery, the Company selected Aoyama Trust Accounting Co., Ltd., an independent third-party valuation firm, and obtained a valuation report on the share value of Step y's dated June 12, 2026. For an outline of the valuation report, please refer to "2 Outline of Calculation" under "(2) Matters related to Calculation" in "3. Basis and Reason for the 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 (Step y's)
* 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 the Business Combinations Accounting Standard, and will be treated as the Company's acquisition of Step y's. Positive goodwill is expected to arise 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. We will promptly announce any matters that require disclosure as they arise.
II. Regarding Change in Specified Subsidiary
1. Reason and Method of Change
The Company's Board of Directors, in a meeting held today, resolved to conduct this Share Delivery and make Step y's a subsidiary of the Company (51.0% voting rights held). As the sales of Step y's' immediately preceding fiscal year are expected to be equivalent to 10% or more of the Company's consolidated sales for its immediately preceding consolidated fiscal year, this is expected to constitute a change in a specified subsidiary.
2. Overview of the Subsidiary to be Changed
Please refer to "4. Overview of Companies Involved in this Share Delivery" under "I. Regarding this Share Delivery."
3. Schedule of Change
Please refer to "(1) Schedule of this Share Delivery" under "2. Summary of this Share Delivery" in "I. Regarding this Share Delivery."
4. Future Outlook
Please refer to "7. Future Outlook" under "I. Regarding this Share Delivery."
End
Company Name: Ureru Net Advertising Co., Ltd. Group (TSE Growth Market: Securities Code 9235)
Tokyo Office
20F Trade Pier Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo 135-0091
TEL: 03-6459-0562 FAX: 03-6459-0563
Fukuoka Office (Headquarters)
4F RKB Broadcasting Hall, 2-3-8 Momochihama, Sawara-ku, Fukuoka City, Fukuoka Prefecture 814-0001
TEL: 092-834-5520 FAX: 092-834-5540
Representative: Munenori Uekihara, President and CEO
Date of Establishment: January 20, 2010
URL: https://group.ureru.co.jp
Facebook: https://www.facebook.com/ureru
<Inquiries Regarding Release>
Yuya Goto, Executive Officer, Ureru Net Advertising Co., Ltd. Group
E-MAIL: goto@ureru.co.jp
TEL: 092-834-5520
FACT BOX
- Source: PR TIMES
- Category: M&A