Worth reading
63In focus
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
2770
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This Tender OfferCounterpartySekisui House,Ltd.
Disclosing companyGifu landscape architect 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
The company’s principal business is landscaping and greening, centered on the Garden Exterior Business and Landscape Business.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,770 per share of the Company, and ¥397,800 per stock acquisition right
Minimum number of shares to be purchased1,529,300 shares (46.67% ownership after the tender offer)
Tender offer periodFrom 16 November 2026 to 13 January 2027 (37 business days)
Procedures and assumptions
Valuation methodologyMarket price method, comparable listed company analysis method, and DCF method (Sekisui House side); market price method and DCF method (Gifu landscape architect Co.,Ltd. side)
Independent valuation institutionSMBC Nikko Securities Inc. and AGS FAS
Special CommitteeEstablished. 3 members: Kato Takahiro (加藤孝浩), Yamamoto Hideki (山本秀樹), and Komatsu Keiko (小松慶子). The committee comprises 2 certified public accountants and 1 attorney, all of whom are outside directors or outside corporate auditors and independent officers.
Conditions Precedent to ExecutionThe offeror will not purchase any shares if the total number of tendered shares and other securities is less than the minimum tender condition of 1,529,300 shares. If the offeror cannot acquire all shares after the transaction is completed, it plans to make Gifu landscape architect Co.,Ltd. a wholly owned subsidiary through a demand for sale of shares, etc., or a share consolidation.
Management structure after acquisitionThe autonomy and independence, business foundation, personnel, corporate culture, technologies and expertise of Gifu landscape architect Co.,Ltd. will be respected, and the employment and terms of employment of its employees are generally expected to remain unchanged. The composition of the officers and other aspects of the management structure after completion have not been determined and will be considered following further discussions. Information on a change of corporate name is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer |
| Counterparty name | Sekisui House,Ltd. |
| Name of the Subject Company | Gifu landscape architect Co.,Ltd. |
| Business Description of the Subject Company | The company’s principal business is landscaping and greening, centered on the Garden Exterior Business and Landscape Business. |
| Type of Consideration | Cash |
| Tender offer price | ¥2,770 per share of the Company, and ¥397,800 per stock acquisition right |
| Minimum number of shares to be purchased | 1,529,300 shares (46.67% ownership after the tender offer) |
| Tender offer period | From 16 November 2026 to 13 January 2027 (37 business days) |
| Number of shares acquired | The offeror plans to acquire all of the Company’s shares, excluding shares held by the offeror and treasury shares, and all of the stock acquisition rights. The specific number of shares actually acquired is Not disclosed. |
| Voting rights ownership percentage | Before 20.00％ → after 100% (scheduled to become a wholly owned subsidiary) |
| Date of board resolution | 13 November 2026 |
| Execution Date / Effective Date | The Extraordinary General Meeting of Shareholders is scheduled to be held around late March 2027. The specific effective date of the share consolidation is Not disclosed. |
| Valuation methodology | Market price method, comparable listed company analysis method, and DCF method (Sekisui House side); market price method and DCF method (Gifu landscape architect Co.,Ltd. side) |
| Independent valuation institution | SMBC Nikko Securities Inc. and AGS FAS |
| Special Committee | Established. 3 members: Kato Takahiro (加藤孝浩), Yamamoto Hideki (山本秀樹), and Komatsu Keiko (小松慶子). The committee comprises 2 certified public accountants and 1 attorney, all of whom are outside directors or outside corporate auditors and independent officers. |
| Conditions Precedent to Execution | The offeror will not purchase any shares if the total number of tendered shares and other securities is less than the minimum tender condition of 1,529,300 shares. If the offeror cannot acquire all shares after the transaction is completed, it plans to make Gifu landscape architect Co.,Ltd. a wholly owned subsidiary through a demand for sale of shares, etc., or a share consolidation. |
| Management structure after acquisition | The autonomy and independence, business foundation, personnel, corporate culture, technologies and expertise of Gifu landscape architect Co.,Ltd. will be respected, and the employment and terms of employment of its employees are generally expected to remain unchanged. The composition of the officers and other aspects of the management structure after completion have not been determined and will be considered following further discussions. Information on a change of corporate name is Not disclosed. |
Items this document does not state (15)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract 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.To expand the number of projects, operating regions and construction capacity by making integrated use of Sekisui House’s customer base, creditworthiness, technical capabilities, construction network, and expertise in recruiting and developing personnel together with Gifu landscape architect Co.,Ltd. In addition, to eliminate conflicts of interest between the two companies, accelerate decision-making, optimize the allocation of management resources, and strengthen growth investment.
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