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This Tender Offer and the TransactionCounterpartyAkatsuki Inc.
Disclosing companySUNNY SIDE UP GROUP Inc.
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 operates through three segments: Brand Communication, Food Branding and Business Development. Brand Communication is the core business of the Group. It formulates strategies and plans and supports initiatives to broadly communicate the activities and the value of products and services of client companies and organizations, and to build good relationships with various stakeholders. The Food Branding segment handles branding for “bills,” licensing activities, and the management and operation of overseas locations. The Business Development segment expands the Group's business domain and builds new revenue foundations through the development and creation of new businesses.
Location Shibuya, TokyoDate of incorporation July 1985
Consideration and expenses
Type of ConsiderationMixed (cash for this Tender Offer and the acquirer's shares for the share exchange)
Tender offer price¥1,320 per common share of the Company; ¥65,900 per 8th Series Stock Acquisition Right.
Minimum number of shares to be purchased5,551,400 shares. There is no upper limit on the number of shares to be purchased.
Tender offer periodFrom 14 May 2026 to 24 June 2026 (30 business days)
Funding arrangementsCash on hand and borrowings from Mizuho Bank, Ltd. of up to ¥15,442 million
Impact on Business Performance
The synergies expected to be realized through the Transaction are difficult to estimate specifically at this time and have not been incorporated into the financial forecasts.
Procedures and assumptions
Valuation methodologyMarket price method, market price average method, comparable company multiples method, comparable company analysis method, and DCF method
Independent valuation institutionEY Strategy and Consulting Co., Ltd. (the Company); Houlihan Lokey Co., Ltd. (the offeror)
Special CommitteeEstablished. The 3 members are Nagai Toru (長井 亨), Fujii Mari (藤井 麻莉) and Hattori Keiko (服部 景子), all independent outside directors of the Company. Nagai Toru (長井 亨) serves as chair.
Conditions Precedent to ExecutionThe number of shares tendered in the Tender Offer reaches at least the minimum purchase level of 5,551,400 shares, a special resolution is obtained at a shareholders meeting for the consolidation of shares following the successful completion of the Tender Offer, approval is obtained from the Company's Board of Directors for the transfer of the Stock Acquisition Rights, and other conditions.
Management structure after acquisitionThe offeror is scheduled to change its corporate name to “Sunny's Holdings Co., Ltd. (tentative name).” The Company expects a joint representative structure with 2 Representative Directors, Tsugihara Etsuko (次原 悦子) and Koda Tetsuro (香田 哲朗). In principle, the autonomy and culture of each Group company and the leading role of the current management team will be respected, and the employment and working conditions of employees are expected to be maintained in principle for a certain period following the management integration. Mutual personnel exchanges are also contemplated.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer and the Transaction |
| Counterparty name | Akatsuki Inc. |
| Name of the Subject Company | SUNNY SIDE UP GROUP Inc. |
| Business Description of the Subject Company | The Company operates through three segments: Brand Communication, Food Branding and Business Development. Brand Communication is the core business of the Group. It formulates strategies and plans and supports initiatives to broadly communicate the activities and the value of products and services of client companies and organizations, and to build good relationships with various stakeholders. The Food Branding segment handles branding for “bills,” licensing activities, and the management and operation of overseas locations. The Business Development segment expands the Group's business domain and builds new revenue foundations through the development and creation of new businesses. |
| Location of the Subject Company | Shibuya, Tokyo |
| Date of Establishment of the Subject Company | July 1985 |
| Type of Consideration | Mixed (cash for this Tender Offer and the acquirer's shares for the share exchange) |
| Tender offer price | ¥1,320 per common share of the Company; ¥65,900 per 8th Series Stock Acquisition Right. |
| Minimum number of shares to be purchased | 5,551,400 shares. There is no upper limit on the number of shares to be purchased. |
| Tender offer period | From 14 May 2026 to 24 June 2026 (30 business days) |
| Number of shares acquired | 5,551,400 shares (the minimum number of shares to be purchased, equivalent to 55,514 voting rights) |
| Voting rights ownership percentage | Before 0% (as of today) → after 37.48% (based on the minimum level following the Tender Offer), ultimately expected to reach 100% |
| Funding arrangements | Cash on hand and borrowings from Mizuho Bank, Ltd. of up to ¥15,442 million |
| Impact on Business Performance | The synergies expected to be realized through the Transaction are difficult to estimate specifically at this time and have not been incorporated into the financial forecasts. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | The Tender Offer is scheduled to commence on 14 May 2026 and end on 24 June 2026. Following the squeeze-out procedures, the share exchange is scheduled to be completed by the end of December 2026. |
| Valuation methodology | Market price method, market price average method, comparable company multiples method, comparable company analysis method, and DCF method |
| Independent valuation institution | EY Strategy and Consulting Co., Ltd. (the Company); Houlihan Lokey Co., Ltd. (the offeror) |
| Special Committee | Established. The 3 members are Nagai Toru (長井 亨), Fujii Mari (藤井 麻莉) and Hattori Keiko (服部 景子), all independent outside directors of the Company. Nagai Toru (長井 亨) serves as chair. |
| Conditions Precedent to Execution | The number of shares tendered in the Tender Offer reaches at least the minimum purchase level of 5,551,400 shares, a special resolution is obtained at a shareholders meeting for the consolidation of shares following the successful completion of the Tender Offer, approval is obtained from the Company's Board of Directors for the transfer of the Stock Acquisition Rights, and other conditions. |
| Management structure after acquisition | The offeror is scheduled to change its corporate name to “Sunny's Holdings Co., Ltd. (tentative name).” The Company expects a joint representative structure with 2 Representative Directors, Tsugihara Etsuko (次原 悦子) and Koda Tetsuro (香田 哲朗). In principle, the autonomy and culture of each Group company and the leading role of the current management team will be respected, and the employment and working conditions of employees are expected to be maintained in principle for a certain period following the management integration. Mutual personnel exchanges are also contemplated. |
Items this document does not state (10)
Capital 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 ratioGoodwill 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 aim is to combine Akatsuki's strengths in planning and operating digital content, global expansion, AI and DX with the Company's strengths in PR and branding, the real-world business domain and its customer base, thereby expanding the IP business, accelerating growth investments, promoting DX and AI, and strengthening the organizational foundation.
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