Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1280
¥ per share (tender offer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This transactionCounterpartySBI Holdings, Inc., Asahi Kasei Homes Corporation, Minority shareholders (names not disclosed)
Disclosing companyDAITO TRUST CONSTRUCTION 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
Condominium business: Planning, development and sale of newly built condominiums, primarily in the Tokyo metropolitan area, centered on the company's proprietary WILLROSE series. Income-producing property business: Planning, development and sale of income-producing properties, including rental condominiums, outside the condominium business, primarily in the Tokyo metropolitan area, leveraging the procurement and planning capabilities developed through condominium development. Sales agency business: In addition to sales of condominiums developed by the target company, sales agency, sales planning, model-room operations, contract administration, handover services and real estate brokerage services (sales brokerage) for condominiums developed by other developers. Building management business: Condominium management services. Other: Hotel operations, real estate leasing and other businesses.
Date of incorporation September 1998 (established as 有限会社シー・アール・エス)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,280 per common share. The proposed price for the acquisition of treasury shares is ¥894 per share before the share consolidation.
Minimum number of shares to be purchased4,165,600 shares (14.72% ownership interest). No maximum has been set.
Funding arrangementsThe tender offeror plans to fund settlement of the tender offer with its own funds. Funding for the target company's acquisition of treasury shares is expected to be secured through a loan to the target company or other funding arrangements, including a private placement of non-voting class shares of the target company underwritten by the tender offeror.
Impact on Business Performance
The document states that the corporate value enhancement measures are expected to enable the tender offeror to achieve ¥100 billion in real estate investment and the target company to achieve ¥10 billion in operating profit at an early stage. The specific impact on financial results is Not disclosed.
Procedures and assumptions
Valuation methodologyMarket price average method and DCF method
Independent valuation institutionSMBC Nikko Securities Inc. and 株式会社KPMG FAS (KPMG)
Special CommitteeEstablished. Comprising 3 members: Yamagami Yuichiro (山上友一郎), independent outside director, Audit and Supervisory Committee member and certified public accountant; Uemura Naoko (上村直子), independent outside director, Audit and Supervisory Committee member and attorney; and Azuma Nobuyuki (東伸之), outside expert. The chair is Azuma Nobuyuki (東伸之).
Conditions Precedent to ExecutionCompletion of the tender offer, approval by a special resolution of the target company's shareholders' meeting concerning the share consolidation, effectiveness of the share consolidation, and securing of funds and distributable amounts through the funding arrangements, capital reduction and other measures.
Management structure after acquisitionThe target company's existing business management policies and independent operation are expected to be respected in principle. The management structure, including the composition of the board, has not been determined, and coordination is planned on matters such as dispatching directors from the tender offeror's group. In principle, the target company's employees are expected to retain their current employment and employment terms.
| Item | Details |
|---|---|
| Transaction name | This transaction |
| Counterparty name | SBI Holdings, Inc., Asahi Kasei Homes Corporation, Minority shareholders (names not disclosed) |
| Name of the Subject Company | 株式会社 THE グローバル社 |
| Business Description of the Subject Company | Condominium business: Planning, development and sale of newly built condominiums, primarily in the Tokyo metropolitan area, centered on the company's proprietary WILLROSE series. Income-producing property business: Planning, development and sale of income-producing properties, including rental condominiums, outside the condominium business, primarily in the Tokyo metropolitan area, leveraging the procurement and planning capabilities developed through condominium development. Sales agency business: In addition to sales of condominiums developed by the target company, sales agency, sales planning, model-room operations, contract administration, handover services and real estate brokerage services (sales brokerage) for condominiums developed by other developers. Building management business: Condominium management services. Other: Hotel operations, real estate leasing and other businesses. |
| Date of Establishment of the Subject Company | September 1998 (established as 有限会社シー・アール・エス) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,280 per common share. The proposed price for the acquisition of treasury shares is ¥894 per share before the share consolidation. |
| Minimum number of shares to be purchased | 4,165,600 shares (14.72% ownership interest). No maximum has been set. |
| Number of shares acquired | The tender offer will target all of the target company's shares other than the 14,705,000 shares subject to the non-tender agreement and the 76 treasury shares held by the target company. The number of target shares is equivalent to 13,600,924 shares. The number of voting rights is Not disclosed. |
| Voting rights ownership percentage | Before 0% (as of today) → after At least 14.72% (following completion of the tender offer), ultimately 100% |
| Funding arrangements | The tender offeror plans to fund settlement of the tender offer with its own funds. Funding for the target company's acquisition of treasury shares is expected to be secured through a loan to the target company or other funding arrangements, including a private placement of non-voting class shares of the target company underwritten by the tender offeror. |
| Impact on Business Performance | The document states that the corporate value enhancement measures are expected to enable the tender offeror to achieve ¥100 billion in real estate investment and the target company to achieve ¥10 billion in operating profit at an early stage. The specific impact on financial results is Not disclosed. |
| Date of board resolution | 6 April 2026 |
| Contract Date | 6 April 2026 (the non-tender agreement and the tender agreement) |
| Execution Date / Effective Date | Scheduled for late May 2026 (following completion of the tender offer), and late July 2026 (the effective date of the share consolidation, the funding arrangements, the capital reduction and other measures, and the acquisition of treasury shares) |
| Valuation methodology | Market price average method and DCF method |
| Independent valuation institution | SMBC Nikko Securities Inc. and 株式会社KPMG FAS (KPMG) |
| Special Committee | Established. Comprising 3 members: Yamagami Yuichiro (山上友一郎), independent outside director, Audit and Supervisory Committee member and certified public accountant; Uemura Naoko (上村直子), independent outside director, Audit and Supervisory Committee member and attorney; and Azuma Nobuyuki (東伸之), outside expert. The chair is Azuma Nobuyuki (東伸之). |
| Conditions Precedent to Execution | Completion of the tender offer, approval by a special resolution of the target company's shareholders' meeting concerning the share consolidation, effectiveness of the share consolidation, and securing of funds and distributable amounts through the funding arrangements, capital reduction and other measures. |
| Management structure after acquisition | The target company's existing business management policies and independent operation are expected to be respected in principle. The management structure, including the composition of the board, has not been determined, and coordination is planned on matters such as dispatching directors from the tender offeror's group. In principle, the target company's employees are expected to retain their current employment and employment terms. |
Items this document does not state (12)
Location of the Subject CompanyCapital Stock 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 ratioTender offer periodGoodwill amountAmount of extraordinary income (loss)
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 strengthen real estate development capabilities, reduce construction and procurement costs, stabilize the earnings base and achieve early PMI by combining the target company's track record and information network in residential development in central Tokyo and the surrounding metropolitan area with the Daito Trust Construction Group's financial strength and creditworthiness, as well as its construction, procurement, rental management and sales capabilities.
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