Worth reading
78Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
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How definitive the wording is.This transaction
This tender offerCounterpartyMitsubishi Electric Corporation
Disclosing companyKINDEN CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The company operates two businesses: electrical equipment construction and product sales. In the electrical equipment construction business, it designs, constructs and undertakes contracts for indoor wiring, transmission lines, power generation and substations, telecommunications and air-conditioning systems. In the product sales business, it purchases and sells various types of equipment, mainly general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and housing equipment manufactured by Mitsubishi Electric Corporation, under agency agreements and other arrangements with its parent company, Mitsubishi Electric Corporation.
Date of incorporation June 1917
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥11,501 per ordinary share
Minimum number of shares to be purchased1,336,800 shares
Tender offer periodFrom 26 May 2026 to 6 July 2026 (30 business days)
Funding arrangementsThe funds for this treasury stock acquisition are expected to be secured through a third-party allotment of non-voting class shares, with the tender offeror acting as the subscriber and providing the funds.
Impact on Business Performance
The disclosure states that synergies are expected, including expansion of the business foundations and business areas, increased orders, improved productivity and profitability, and stronger human resources and recruitment capabilities, but it does not state any specific impact on financial results.
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method (KPMG); market price method, comparable company analysis and discounted cash flow method (Daiwa Securities)
Independent valuation institutionKPMG FAS Co., Ltd., Daiwa Securities Co., Ltd.
Special CommitteeEstablished. Comprises 4 outside directors and independent officers who are independent of the target company and the parties involved in the tender offer. The members are Murata Yoshio (村田佳生), Takano Kyoko (高野恭子), Tomotsune Riko (友常理子) and Nishimura Takahiro (西村誉弘).
Conditions Precedent to ExecutionThe tender offer is completed, a share consolidation is implemented as necessary following the tender offer, the funding provision and capital reduction and other measures are implemented after the share consolidation takes effect, and the treasury stock acquisition is carried out on these premises.
Management structure after acquisitionThe company is expected to be operated with a supportive, hands-off approach that respects its independence and autonomy, with the tender offeror's group providing the resources and business opportunities necessary for growth. The parties intend to deepen their collaboration and develop human resources, maintain employees' current terms and conditions and employment, and do not contemplate integrating the company into the tender offeror's group companies or other entities. A change of corporate name is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Mitsubishi Electric Corporation |
| Name of the Subject Company | The Kodensha,Co.,Ltd. |
| Business Description of the Subject Company | The company operates two businesses: electrical equipment construction and product sales. In the electrical equipment construction business, it designs, constructs and undertakes contracts for indoor wiring, transmission lines, power generation and substations, telecommunications and air-conditioning systems. In the product sales business, it purchases and sells various types of equipment, mainly general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and housing equipment manufactured by Mitsubishi Electric Corporation, under agency agreements and other arrangements with its parent company, Mitsubishi Electric Corporation. |
| Date of Establishment of the Subject Company | June 1917 |
| Type of Consideration | Cash |
| Tender offer price | ¥11,501 per ordinary share |
| Minimum number of shares to be purchased | 1,336,800 shares |
| Tender offer period | From 26 May 2026 to 6 July 2026 (30 business days) |
| Voting rights ownership percentage | After 66.67% (if the minimum number of shares to be purchased is reached) / 100.00% (final target) (before not disclosed) |
| Funding arrangements | The funds for this treasury stock acquisition are expected to be secured through a third-party allotment of non-voting class shares, with the tender offeror acting as the subscriber and providing the funds. |
| Impact on Business Performance | The disclosure states that synergies are expected, including expansion of the business foundations and business areas, increased orders, improved productivity and profitability, and stronger human resources and recruitment capabilities, but it does not state any specific impact on financial results. |
| Date of board resolution | 25 May 2026 |
| Contract Date | 25 May 2026 |
| Execution Date / Effective Date | 26 May 2026 (commencement of the tender offer), 6 July 2026 (end of the tender offer period), and late September 2026 (scheduled; the share consolidation, funding provision, capital reduction and other measures, and the treasury stock acquisition) |
| Valuation methodology | Market price method and discounted cash flow method (KPMG); market price method, comparable company analysis and discounted cash flow method (Daiwa Securities) |
| Independent valuation institution | KPMG FAS Co., Ltd., Daiwa Securities Co., Ltd. |
| Special Committee | Established. Comprises 4 outside directors and independent officers who are independent of the target company and the parties involved in the tender offer. The members are Murata Yoshio (村田佳生), Takano Kyoko (高野恭子), Tomotsune Riko (友常理子) and Nishimura Takahiro (西村誉弘). |
| Conditions Precedent to Execution | The tender offer is completed, a share consolidation is implemented as necessary following the tender offer, the funding provision and capital reduction and other measures are implemented after the share consolidation takes effect, and the treasury stock acquisition is carried out on these premises. |
| Management structure after acquisition | The company is expected to be operated with a supportive, hands-off approach that respects its independence and autonomy, with the tender offeror's group providing the resources and business opportunities necessary for growth. The parties intend to deepen their collaboration and develop human resources, maintain employees' current terms and conditions and employment, and do not contemplate integrating the company into the tender offeror's group companies or other entities. A change of corporate name is Not disclosed. |
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 ratioNumber of shares acquiredGoodwill 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 address the shortage of construction personnel in the electrical construction sector, expand the business foundations and areas of both companies by combining their customer bases, sales capabilities, construction capabilities and technological expertise, strengthen order intake, productivity and profitability, human resources and recruitment capabilities, and enhance the corporate value of both companies.
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