Worth reading
79Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1140
Yen per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This transaction comprising the tender offer, the squeeze-out procedures and the share exchangeCounterparty株式会社髙橋企画
Disclosing companyHOB Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
With respect to strawberries, the company handles the entire value chain from upstream to downstream, including research and development of new varieties, seedling production, sales of seedlings to growers, cultivation guidance for growers, purchasing fruit harvested by growers, and sales of fruit to confectionery manufacturers and other customers.
Location Higashikagura Town, Kamikawa County, HokkaidoDate of incorporation June 1987
Consideration and expenses
Acquisition price¥1,140 per common share
Type of ConsiderationMixed consideration: cash for the tender offer and shares of the offeror for the share exchange
Merger ratio/share exchange ratioUndetermined. The offeror is expected to become the wholly owning parent company in the share exchange, and 株式会社ホーブ the wholly owned subsidiary.
Tender offer price¥1,140 per common share. The purchase price for stock acquisition rights is Not disclosed.
Minimum number of shares to be purchased202,500 shares. No maximum has been set.
Tender offer periodFrom 9 November 2026 to 21 December 2026 (30 business days)
Funding arrangementsEquity contribution of ¥100 million from Takahashi Iwao (髙橋巖) and borrowings from financial institutions, up to ¥500 million
Impact on Business Performance
The synergies expected to be realized through the execution of this transaction have not been incorporated into the business plan because their impact on earnings cannot be specifically estimated at this time.
Procedures and assumptions
Valuation methodologyMarket share price average method and discounted cash flow method (DCF method)
Independent valuation institutionKPMG FAS
Special CommitteeEstablished, comprising 3 members: Kakimoto Teruaki (柿本輝明), outside director and attorney; Tsutsumi Naomi (堤直美), outside corporate auditor and certified public accountant; and Ueda Keiichi (上田恵一), outside corporate auditor and certified public accountant. The chair is Kakimoto Teruaki (柿本輝明).
Conditions Precedent to ExecutionThe tender offer is conditional on at least 202,500 shares being tendered. The share consolidation in the squeeze-out requires a special resolution of the shareholders meeting. The share exchange is scheduled to take place after completion of the squeeze-out.
Management structure after acquisitionTakahashi Iwao (髙橋巖) is expected to continue serving as representative director and chairman after this transaction. The policy is to continue the existing business substantially as before and maintain employees' employment and current employment conditions. The detailed management structure, including the composition of the other officers, is undetermined and is expected to be discussed and decided after completion of the transaction. Ultimately, 株式会社ホーブ is expected to become a wholly owned subsidiary of 株式会社髙橋企画.
| Item | Details |
|---|---|
| Transaction name | This transaction comprising the tender offer, the squeeze-out procedures and the share exchange |
| Counterparty name | 株式会社髙橋企画 |
| Name of the Subject Company | 株式会社ホーブ |
| Business Description of the Subject Company | With respect to strawberries, the company handles the entire value chain from upstream to downstream, including research and development of new varieties, seedling production, sales of seedlings to growers, cultivation guidance for growers, purchasing fruit harvested by growers, and sales of fruit to confectionery manufacturers and other customers. |
| Location of the Subject Company | Higashikagura Town, Kamikawa County, Hokkaido |
| Date of Establishment of the Subject Company | June 1987 |
| Acquisition price | ¥1,140 per common share |
| Type of Consideration | Mixed consideration: cash for the tender offer and shares of the offeror for the share exchange |
| Merger ratio/share exchange ratio | Undetermined. The offeror is expected to become the wholly owning parent company in the share exchange, and 株式会社ホーブ the wholly owned subsidiary. |
| Tender offer price | ¥1,140 per common share. The purchase price for stock acquisition rights is Not disclosed. |
| Minimum number of shares to be purchased | 202,500 shares. No maximum has been set. |
| Tender offer period | From 9 November 2026 to 21 December 2026 (30 business days) |
| Number of shares acquired | The number of shares actually acquired is undetermined. The minimum number of shares to be purchased is 202,500, with no maximum. The number of voting rights is undetermined and will depend on the number of shares actually acquired. |
| Voting rights ownership percentage | Before 40.07% (combined ownership of the offeror and Takahashi Iwao (髙橋巖)) → after 66.67% (the offeror and specially related parties, assuming the minimum number of shares to be purchased) |
| Funding arrangements | Equity contribution of ¥100 million from Takahashi Iwao (髙橋巖) and borrowings from financial institutions, up to ¥500 million |
| Impact on Business Performance | The synergies expected to be realized through the execution of this transaction have not been incorporated into the business plan because their impact on earnings cannot be specifically estimated at this time. |
| Date of board resolution | 6 November 2026 |
| Execution Date / Effective Date | Settlement of the tender offer is scheduled to begin on 28 December 2026. The squeeze-out is scheduled for around March-April 2027. The share exchange is scheduled for around April 2027, but its effective date is undetermined. |
| Valuation methodology | Market share price average method and discounted cash flow method (DCF method) |
| Independent valuation institution | KPMG FAS |
| Special Committee | Established, comprising 3 members: Kakimoto Teruaki (柿本輝明), outside director and attorney; Tsutsumi Naomi (堤直美), outside corporate auditor and certified public accountant; and Ueda Keiichi (上田恵一), outside corporate auditor and certified public accountant. The chair is Kakimoto Teruaki (柿本輝明). |
| Conditions Precedent to Execution | The tender offer is conditional on at least 202,500 shares being tendered. The share consolidation in the squeeze-out requires a special resolution of the shareholders meeting. The share exchange is scheduled to take place after completion of the squeeze-out. |
| Management structure after acquisition | Takahashi Iwao (髙橋巖) is expected to continue serving as representative director and chairman after this transaction. The policy is to continue the existing business substantially as before and maintain employees' employment and current employment conditions. The detailed management structure, including the composition of the other officers, is undetermined and is expected to be discussed and decided after completion of the transaction. Ultimately, 株式会社ホーブ is expected to become a wholly owned subsidiary of 株式会社髙橋企画. |
Items this document does not state (9)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceGoodwill amountAmount of extraordinary income (loss)Contract Date
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.Because the delisting of 株式会社ホーブ by the Tokyo Stock Exchange effective 1 January 2027 has already been determined regardless of whether this transaction is completed, the stated reasons are to provide general shareholders with an opportunity to sell their shares before the delisting, establish a stable shareholder structure and management framework centered on Takahashi Iwao (髙橋巖) after the delisting, and pursue research and development, human resources development, the transfer of technology and know-how, and the strengthening of the business foundation over the medium to long term.
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