Worth reading
58In focus
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
3867498
SharesWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartySumitomo Mitsui Construction Co., Ltd.
Disclosing company三井住建道路
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.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,000 per common share
Minimum number of shares to be purchased1,203,500 shares
Tender offer periodFrom 10 March 2026 to 21 April 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionThe tender offer is conditional on the number of shares tendered reaching at least the minimum number of shares to be purchased. Matters relating to the squeeze-out procedures following the tender offer remain to be determined.
Management structure after acquisitionSqueeze-out procedures are expected to be carried out to make the tender offeror the sole shareholder of the target company. Following completion of the procedures, the target company's shares are expected to be delisted from the Tokyo Stock Exchange Standard Market.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Sumitomo Mitsui Construction Co., Ltd. |
| Name of the Subject Company | Mitsui Sumiken Road Co., Ltd. |
| Type of Consideration | Cash |
| Tender offer price | ¥2,000 per common share |
| Minimum number of shares to be purchased | 1,203,500 shares |
| Tender offer period | From 10 March 2026 to 21 April 2026 (30 business days) |
| Number of shares acquired | 3,867,498 shares; voting rights: Not disclosed |
| Voting rights ownership percentage | Before 53.70％ → after 95.38％ |
| Date of board resolution | 9 March 2026 |
| Execution Date / Effective Date | 28 April 2026 (settlement commencement date) |
| Conditions Precedent to Execution | The tender offer is conditional on the number of shares tendered reaching at least the minimum number of shares to be purchased. Matters relating to the squeeze-out procedures following the tender offer remain to be determined. |
| Management structure after acquisition | Squeeze-out procedures are expected to be carried out to make the tender offeror the sole shareholder of the target company. Following completion of the procedures, the target company's shares are expected to be delisted from the Tokyo Stock Exchange Standard Market. |
Items this document does not state (19)
Business Description of the Subject CompanyLocation 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 DateValuation methodologyIndependent 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.It is stated that, following the tender offer, squeeze-out procedures are expected to be carried out to make the tender offeror the sole shareholder of the target company. The purpose and reasons for the tender offer otherwise remain unchanged from the notice regarding the commencement of the tender offer announced on 9 March 2026.
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