Worth reading
71In 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
2770
Yen per ordinary shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This Tender OfferCounterparty (target company)Gifu landscape architect Co.,Ltd.
Disclosing companySekisui House,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
Planning and design, construction and maintenance of landscaping and greening projects; sale and brokerage of real estate
Location Gifu City, Gifu PrefectureShare capital ¥415.236 million (as of 30 June 2026)Date of incorporation 6 January 1966
Consideration and expenses
Type of ConsiderationCash (¥2,770 per common share and ¥397,800 per stock acquisition right)
Tender offer price¥2,770 per common share and ¥397,800 per stock acquisition right
Minimum number of shares to be purchased1,529,300 shares
Tender offer periodFrom 16 November 2026 to 13 January 2027 (37 business days)
Impact on Business Performance
The transaction is expected to contribute to the improvement of the target company's medium- to long-term corporate value. The specific impact on earnings is Not disclosed.
Procedures and assumptions
Valuation methodologyMarket price method, comparable listed company method and DCF method (SMBC Nikko Securities); market price method and DCF method (AGS FAS)
Independent valuation institutionSMBC Nikko Securities Inc. and AGS FAS
Special CommitteeEstablished. 3 members (Kato Takahiro (加藤孝浩氏), Yamamoto Hideki (山本秀樹氏) and Komatsu Keiko (小松慶子氏)). The committee comprises outside officers, independent officers, certified public accountants and attorneys.
Conditions Precedent to ExecutionThe total number of share certificates and other instruments tendered must be at least 1,529,300 shares. If all shares cannot be acquired after the tender offer is completed, a squeeze-out is scheduled to be carried out through a demand for the sale of shares and other instruments or a share consolidation.
Management structure after acquisitionGifu landscape architect Co.,Ltd. will be positioned as a key operating company in the exterior and landscaping business, and the parties will promote the mutual use of human resources, sales cooperation, coordination of construction capabilities and sharing of know-how with the Sekisui House Group. The target company's autonomy and independence, business base, human resources, corporate culture, technologies and know-how will be respected, and the employment and terms and conditions of employees are expected, in principle, to remain unchanged. The composition of officers and other aspects of the management structure will be considered following further discussions.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer |
| Counterparty name | Gifu landscape architect Co.,Ltd. |
| Name of the Subject Company | Gifu landscape architect Co.,Ltd. |
| Business Description of the Subject Company | Planning and design, construction and maintenance of landscaping and greening projects; sale and brokerage of real estate |
| Location of the Subject Company | Gifu City, Gifu Prefecture |
| Capital Stock of the Subject Company | ¥415.236 million (as of 30 June 2026) |
| Date of Establishment of the Subject Company | 6 January 1966 |
| Type of Consideration | Cash (¥2,770 per common share and ¥397,800 per stock acquisition right) |
| Tender offer price | ¥2,770 per common share and ¥397,800 per stock acquisition right |
| Minimum number of shares to be purchased | 1,529,300 shares |
| Tender offer period | From 16 November 2026 to 13 January 2027 (37 business days) |
| Number of shares acquired | Up to 2,621,665 shares (equivalent to 26,216 voting rights) |
| Voting rights ownership percentage | Before 20.00% → after 100.00% |
| Impact on Business Performance | The transaction is expected to contribute to the improvement of the target company's medium- to long-term corporate value. The specific impact on earnings is Not disclosed. |
| Date of board resolution | 13 November 2026 (offeror and target company) |
| Contract Date | The capital and business alliance agreement was dated 30 June 2020. The date of the agreement relating to this transaction is Not disclosed (there are no applicable material agreements). |
| Execution Date / Effective Date | The tender offer will commence on 16 November 2026. The effective date of the target company's conversion into a wholly owned subsidiary is Not disclosed. An extraordinary general meeting of shareholders is scheduled to be held around late March 2027. |
| Valuation methodology | Market price method, comparable listed company method and DCF method (SMBC Nikko Securities); market price method and DCF method (AGS FAS) |
| Independent valuation institution | SMBC Nikko Securities Inc. and AGS FAS |
| Special Committee | Established. 3 members (Kato Takahiro (加藤孝浩氏), Yamamoto Hideki (山本秀樹氏) and Komatsu Keiko (小松慶子氏)). The committee comprises outside officers, independent officers, certified public accountants and attorneys. |
| Conditions Precedent to Execution | The total number of share certificates and other instruments tendered must be at least 1,529,300 shares. If all shares cannot be acquired after the tender offer is completed, a squeeze-out is scheduled to be carried out through a demand for the sale of shares and other instruments or a share consolidation. |
| Management structure after acquisition | Gifu landscape architect Co.,Ltd. will be positioned as a key operating company in the exterior and landscaping business, and the parties will promote the mutual use of human resources, sales cooperation, coordination of construction capabilities and sharing of know-how with the Sekisui House Group. The target company's autonomy and independence, business base, human resources, corporate culture, technologies and know-how will be respected, and the employment and terms and conditions of employees are expected, in principle, to remain unchanged. The composition of officers and other aspects of the management structure will be considered following further discussions. |
Items this document does not state (10)
Net 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)
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.The transaction is intended to facilitate the integrated use of the Sekisui House Group's and Gifu landscape architect Co.,Ltd. Group's sales platforms, customer bases, human resources, construction networks, technologies and know-how, while expanding the scale of the exterior and landscaping business, strengthening construction capabilities, recruiting and developing personnel, and improving the efficiency of materials procurement. It is also intended to eliminate constraints arising from the target company's independence as a listed company and conflicts of interest with general shareholders, thereby accelerating decision-making.
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