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How definitive the wording is.This transaction
This Tender Offer (the Transaction)CounterpartyKINDEN CORPORATION
Disclosing companyThe Kodensha,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
The company designs, constructs and undertakes indoor wiring, transmission line, power generation and substation, telecommunications and air-conditioning projects. It provides electrical construction services across a broad range of areas, from social infrastructure such as power plants, substations, water treatment facilities, expressway traffic control and monitoring systems, and large-scale video systems to buildings including office buildings, hospitals, factories and public facilities. It also procures and sells various types of equipment, mainly general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and residential equipment manufactured by Mitsubishi Electric Corporation, based on agency agreements and other arrangements with its parent company, Mitsubishi Electric Corporation.
Date of incorporation June 1917
Consideration and expenses
Acquisition price¥11,501 per common share (the Public Tender Offer Price). The price for the acquisition of treasury shares is ¥8,058 per share. The aggregate amount is Not disclosed.
Type of ConsiderationCash
Tender offer price¥11,501 per common share. The tender offer price for stock acquisition rights is Not disclosed.
Minimum number of shares to be purchased1,336,800 shares (13,368 voting rights). The stated basis for setting this minimum is a level at which the ownership ratio of share certificates and other securities after the purchase would be 66.67%.
Tender offer periodFrom 26 May 2026 to 6 July 2026 (30 business days)
Funding arrangementsThe funds for the acquisition of treasury shares are expected to be provided through a third-party allotment of non-voting class shares, with the offeror acting as the subscriber. Funding for the public tender offer itself is Not disclosed.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and discounted cash flow method (DCF method). The offeror used the market price method and DCF method.
Independent valuation institutionDaiwa Securities Co., Ltd., KPMG FAS Co., Ltd.
Special CommitteeEstablished, comprising 4 members: Yoshio Murata (村田佳生), outside director and independent officer, university professor; Kyoko Takano (高野恭子), outside director and independent officer; Satoko Tomotsune (友常理子), outside director, independent officer and audit and supervisory committee member, attorney-at-law; and Takahiro Nishimura (西村誉弘), outside director, independent officer and audit and supervisory committee member, certified public accountant and tax accountant.
Conditions Precedent to ExecutionThe acquisition of treasury shares is scheduled on the premise that the public tender offer is completed, the share consolidation becomes effective, and this funding and this capital reduction and other measures are implemented. The share consolidation requires a special resolution under the Companies Act.
Management structure after acquisitionThe offeror plans to adopt a supportive management approach that respects The Kodensha,Co.,Ltd.'s independence and autonomy while providing the resources and business opportunities necessary for growth. It expects to maintain employees' current terms and conditions and employment, and does not contemplate integrating the company into the offeror's group companies or otherwise. Changes to The Kodensha,Co.,Ltd.'s corporate name and representative are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | KINDEN CORPORATION |
| Name of the Subject Company | The Kodensha,Co.,Ltd. |
| Business Description of the Subject Company | The company designs, constructs and undertakes indoor wiring, transmission line, power generation and substation, telecommunications and air-conditioning projects. It provides electrical construction services across a broad range of areas, from social infrastructure such as power plants, substations, water treatment facilities, expressway traffic control and monitoring systems, and large-scale video systems to buildings including office buildings, hospitals, factories and public facilities. It also procures and sells various types of equipment, mainly general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and residential equipment manufactured by Mitsubishi Electric Corporation, based on agency agreements and other arrangements with its parent company, Mitsubishi Electric Corporation. |
| Date of Establishment of the Subject Company | June 1917 |
| Acquisition price | ¥11,501 per common share (the Public Tender Offer Price). The price for the acquisition of treasury shares is ¥8,058 per share. The aggregate amount is Not disclosed. |
| Type of Consideration | Cash |
| Tender offer price | ¥11,501 per common share. The tender offer price for stock acquisition rights is Not disclosed. |
| Minimum number of shares to be purchased | 1,336,800 shares (13,368 voting rights). The stated basis for setting this minimum is a level at which the ownership ratio of share certificates and other securities after the purchase would be 66.67%. |
| Tender offer period | From 26 May 2026 to 6 July 2026 (30 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 1,336,800 shares, representing 13,368 voting rights. No maximum number of shares to be purchased is set. The offer covers all of the company's shares other than treasury shares and the shares subject to the non-tender agreement. |
| Voting rights ownership percentage | Before 0% (the offeror) → after 15.31% (the offeror alone upon satisfaction of the minimum number of shares to be purchased under the public tender offer; 66.67% when combined with Mitsubishi Electric Corporation) |
| Funding arrangements | The funds for the acquisition of treasury shares are expected to be provided through a third-party allotment of non-voting class shares, with the offeror acting as the subscriber. Funding for the public tender offer itself is Not disclosed. |
| Date of board resolution | 25 May 2026 |
| Contract Date | 25 May 2026 (the basic transaction agreement between the offeror and Mitsubishi Electric Corporation) |
| Execution Date / Effective Date | Late September 2026 (scheduled) (the squeeze-out procedures, this funding, this capital reduction and other measures, and the acquisition of treasury shares) |
| Valuation methodology | Market price method, comparable company analysis and discounted cash flow method (DCF method). The offeror used the market price method and DCF method. |
| Independent valuation institution | Daiwa Securities Co., Ltd., KPMG FAS Co., Ltd. |
| Special Committee | Established, comprising 4 members: Yoshio Murata (村田佳生), outside director and independent officer, university professor; Kyoko Takano (高野恭子), outside director and independent officer; Satoko Tomotsune (友常理子), outside director, independent officer and audit and supervisory committee member, attorney-at-law; and Takahiro Nishimura (西村誉弘), outside director, independent officer and audit and supervisory committee member, certified public accountant and tax accountant. |
| Conditions Precedent to Execution | The acquisition of treasury shares is scheduled on the premise that the public tender offer is completed, the share consolidation becomes effective, and this funding and this capital reduction and other measures are implemented. The share consolidation requires a special resolution under the Companies Act. |
| Management structure after acquisition | The offeror plans to adopt a supportive management approach that respects The Kodensha,Co.,Ltd.'s independence and autonomy while providing the resources and business opportunities necessary for growth. It expects to maintain employees' current terms and conditions and employment, and does not contemplate integrating the company into the offeror's group companies or otherwise. Changes to The Kodensha,Co.,Ltd.'s corporate name and representative are Not disclosed. |
Items this document does not state (11)
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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.KINDEN CORPORATION cited the need to address the shortage of construction personnel in the electrical construction industry, the mutual utilization of the two companies' customer bases, sales capabilities and construction capabilities, the use of The Kodensha,Co.,Ltd.'s technologies and expertise in extra-high-voltage, power generation and substation construction and renewable energy, the acquisition of new projects such as data centers, and improvements in productivity, profitability, human resources and recruitment capabilities. The Kodensha,Co.,Ltd. also determined that cooperation with KINDEN CORPORATION is expected to improve order acquisition and construction capabilities, create new revenue sources, and enhance productivity, profitability, human resources and recruitment capabilities.
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