Komori
M&A and Subsidiary Changes1944KINDEN CORPORATIONConstruction and Materials

Notice Regarding the Results of the Tender Offer for Shares of The Kodensha,Co.,Ltd. (Securities Code: 1948) and the Change in an Affiliated Company

KINDEN CORPORATION acquired 3,714,499 shares of The Kodensha,Co.,Ltd. through the tender offer and now holds shares representing 42.53% of the voting rights. The Kodensha,Co.,Ltd. is scheduled to become an affiliated company of KINDEN CORPORATION on 13 July 2026 and is expected to be delisted following the completion of the required procedures.

Worth reading
66In 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
42.72
¥ billion
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
CounterpartyMitsubishi Electric Corporation
Disclosing companyKINDEN CORPORATION
The Kodensha,Co.,Ltd.Voting rights ownership percentageNumber of shares acquired 3,714,499 shares (number of voting rights: 37,144)

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

Electrical equipment construction business (design, construction and contracting for indoor wiring, transmission lines, power generation and substation facilities, telecommunications and air-conditioning) and product sales business (sales of general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and residential equipment, among others)

Location Chuo-ku, TokyoShare capital ¥1,520 million (as of 31 March 2026)Date of incorporation 25 June 1917
Net Sales¥44,234 million (fiscal year ended March 2026)
Operating profit¥3,893 million (fiscal year ended March 2026)
Net income for the current fiscal year¥2,832 million (fiscal year ended March 2026)
Net assets¥25,182 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥42,720,000,000
Expenses other than the acquisition priceExcludes advisory fees and other expenses (separately stated amount not disclosed)
Type of ConsiderationCash
Tender offer price¥11,501 per common share
Minimum number of shares to be purchased1,336,800 shares
Tender offer periodFrom 26 May 2026 to 6 July 2026 (30 business days)
Impact on Business Performance

The impact of the change in affiliated company resulting from this tender offer on the tender offeror's consolidated results is currently under review.

Procedures and assumptions
Management structure after acquisitionThe target company's representative is Kajikawa Yuji (梶川 裕司), Representative Director and President and Executive Officer. The company name and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameMitsubishi Electric Corporation
Name of the Subject CompanyThe Kodensha,Co.,Ltd.
Business Description of the Subject CompanyElectrical equipment construction business (design, construction and contracting for indoor wiring, transmission lines, power generation and substation facilities, telecommunications and air-conditioning) and product sales business (sales of general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and residential equipment, among others)
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥1,520 million (as of 31 March 2026)
Date of Establishment of the Subject Company25 June 1917
Net Sales of the Subject Company¥44,234 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥3,893 million (fiscal year ended March 2026)
Net Income of the Subject Company¥2,832 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥25,182 million (fiscal year ended March 2026)
Acquisition price¥42,720,000,000
Expenses other than the acquisition priceExcludes advisory fees and other expenses (separately stated amount not disclosed)
Type of ConsiderationCash
Tender offer price¥11,501 per common share
Minimum number of shares to be purchased1,336,800 shares
Tender offer periodFrom 26 May 2026 to 6 July 2026 (30 business days)
Number of shares acquired3,714,499 shares (number of voting rights: 37,144)
Voting rights ownership percentageBefore —% (tender offeror) / 51.36% (specially related parties) → after 42.53% (tender offeror) / 51.36% (specially related parties)
Impact on Business PerformanceThe impact of the change in affiliated company resulting from this tender offer on the tender offeror's consolidated results is currently under review.
Date of board resolution25 May 2026
Execution Date / Effective Date13 July 2026 (scheduled)
Management structure after acquisitionThe target company's representative is Kajikawa Yuji (梶川 裕司), Representative Director and President and Executive Officer. The company name and treatment of employees are not disclosed.
Items this document does not state (9)
Merger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

As a result of the tender offer, the target company will become an affiliated company of the tender offeror. However, this disclosure does not explain the specific strategic rationale for the tender offer itself and states that there has been no change from the information announced on 25 May 2026.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Results of the Tender Offer for Shares of The Kodensha,Co.,Ltd. (Securities Code: 1948) and the Change in an Affiliated Company | KINDEN CORPORATION (1944) timely disclosure | Komori