Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
3000
Yen per common shareWording
Conditional
How definitive the wording is.This transaction
This Tender Offer (the Transaction)CounterpartyKamgras １株式会社
Disclosing companyKakaku.com,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 Kakaku.com business, Tabelog business, HR business and incubation business. The Kakaku.com business consists of the shopping-support website “価格．ｃｏｍ” and insurance agency operations conducted by the consolidated subsidiary 株式会社カカクコム・インシュアランス, among other activities. The Tabelog business operates “Tabelog,” a restaurant search and reservation service. The HR business is centered on “求人ボックス,” a service for searching job listings across multiple sources. The incubation business consists of the consolidated subsidiary 株式会社タイムデザイン, which provides “スマイティ,” a real estate and housing information website and a dynamic-package platform combining air tickets and accommodation plans; the consolidated subsidiary 株式会社LCL, which operates “バス比較なび,” a comparison and search website for highway buses, overnight buses and bus tours nationwide; and the consolidated subsidiary 株式会社LiPLUSホールディングス, which provides platforms matching users with professionals across a broad range of lifestyle services, including unwanted-item collection and solutions to household problems, among others.
Consideration and expenses
Acquisition price¥3,000 per common share (total acquisition cost: Not disclosed)
Type of ConsiderationCash
Tender offer price¥3,000 per common share. The 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights will each be purchased at ¥1 per unit.
Minimum number of shares to be purchased34,941,000 shares. If the total number of shares, etc. tendered is below this minimum, none of the tendered shares, etc. will be purchased. No maximum purchase number has been set.
Tender offer period13 May 2026 to 2 July 2026 (37 business days)
Funding arrangementsThe tender offeror plans to receive an equity contribution of up to ¥168.0 billion from its parent company and loans of up to ¥225.0 billion from 6 financial institutions.
Procedures and assumptions
Valuation methodologyThe tender offeror determined the price through discussions and negotiations between the parties based on financial information and due diligence. SMBC Nikko Securities Inc. and YAMADA Consulting Group Co.,Ltd. conducted a valuation of the shares, but the specific valuation methods are Not disclosed.
Independent valuation institutionSMBC Nikko Securities Inc.; YAMADA Consulting Group Co.,Ltd.
Special CommitteeEstablished. The 3 members are Kinoshita Masayuki (木下雅之), an independent outside director; Kajiki Hisashi (梶木壽), an independent outside director who is an Audit and Supervisory Committee member and an attorney; and Inoue Miki (井上美樹), an independent outside director who is an Audit and Supervisory Committee member and a certified public accountant.
Conditions Precedent to ExecutionThe tender offer has a minimum purchase number of 34,941,000 shares, and shares will not be purchased if the number tendered is below this minimum. Following completion of the tender offer, squeeze-out procedures such as a share consolidation are scheduled to be implemented.
Management structure after acquisitionThe optimal management structure will be determined following discussions, including whether the current management team will continue. The company anticipates recruiting external personnel through EQT's network, although the specific number has not been determined. It also plans to share the benefits of enhanced corporate value with officers and employees, but the specific details and implementation timing have not been determined. Through this reinvestment, DG plans to hold approximately 20% of the voting rights of the tender offeror's parent company, etc.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | Kamgras １株式会社 |
| Name of the Subject Company | Kakaku.com,Inc. |
| Business Description of the Subject Company | The Kakaku.com business, Tabelog business, HR business and incubation business. The Kakaku.com business consists of the shopping-support website “価格．ｃｏｍ” and insurance agency operations conducted by the consolidated subsidiary 株式会社カカクコム・インシュアランス, among other activities. The Tabelog business operates “Tabelog,” a restaurant search and reservation service. The HR business is centered on “求人ボックス,” a service for searching job listings across multiple sources. The incubation business consists of the consolidated subsidiary 株式会社タイムデザイン, which provides “スマイティ,” a real estate and housing information website and a dynamic-package platform combining air tickets and accommodation plans; the consolidated subsidiary 株式会社LCL, which operates “バス比較なび,” a comparison and search website for highway buses, overnight buses and bus tours nationwide; and the consolidated subsidiary 株式会社LiPLUSホールディングス, which provides platforms matching users with professionals across a broad range of lifestyle services, including unwanted-item collection and solutions to household problems, among others. |
| Acquisition price | ¥3,000 per common share (total acquisition cost: Not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥3,000 per common share. The 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights will each be purchased at ¥1 per unit. |
| Minimum number of shares to be purchased | 34,941,000 shares. If the total number of shares, etc. tendered is below this minimum, none of the tendered shares, etc. will be purchased. No maximum purchase number has been set. |
| Tender offer period | 13 May 2026 to 2 July 2026 (37 business days) |
| Number of shares acquired | Minimum purchase number of 34,941,000 shares (equivalent to 349,410 voting rights). No maximum. The ultimate intention is to acquire all of the company's shares, excluding the shares not tendered under the agreement and treasury shares, etc. |
| Voting rights ownership percentage | Before 0.00% (as of today, the tender offeror, etc. does not own any of the company's shares, etc.) → after 17.51% (if the minimum purchase number is purchased) |
| Funding arrangements | The tender offeror plans to receive an equity contribution of up to ¥168.0 billion from its parent company and loans of up to ¥225.0 billion from 6 financial institutions. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 (the Tender Offer Agreement, the Non-Tender Agreement (DG) and the Non-Tender Agreement (KDDI)) |
| Execution Date / Effective Date | Settlement for the tender offer is scheduled to begin on 9 July 2026. The squeeze-out procedures are scheduled for late September 2026, and the acquisition of treasury shares is scheduled for late October 2026. |
| Valuation methodology | The tender offeror determined the price through discussions and negotiations between the parties based on financial information and due diligence. SMBC Nikko Securities Inc. and YAMADA Consulting Group Co.,Ltd. conducted a valuation of the shares, but the specific valuation methods are Not disclosed. |
| Independent valuation institution | SMBC Nikko Securities Inc.; YAMADA Consulting Group Co.,Ltd. |
| Special Committee | Established. The 3 members are Kinoshita Masayuki (木下雅之), an independent outside director; Kajiki Hisashi (梶木壽), an independent outside director who is an Audit and Supervisory Committee member and an attorney; and Inoue Miki (井上美樹), an independent outside director who is an Audit and Supervisory Committee member and a certified public accountant. |
| Conditions Precedent to Execution | The tender offer has a minimum purchase number of 34,941,000 shares, and shares will not be purchased if the number tendered is below this minimum. Following completion of the tender offer, squeeze-out procedures such as a share consolidation are scheduled to be implemented. |
| Management structure after acquisition | The optimal management structure will be determined following discussions, including whether the current management team will continue. The company anticipates recruiting external personnel through EQT's network, although the specific number has not been determined. It also plans to share the benefits of enhanced corporate value with officers and employees, but the specific details and implementation timing have not been determined. Through this reinvestment, DG plans to hold approximately 20% of the voting rights of the tender offeror's parent company, etc. |
Items this document does not state (12)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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.To respond to changes in user behavior and traffic sources driven by AI, and to pursue medium- to long-term management free from short-term pressure from the stock market. The stated reasons are to enhance corporate value by diversifying user touchpoints, developing new services, and pursuing collaboration in payments and fintech, drawing on EQT's investment and digital expertise and DG's payment, marketing and technology networks.
How to read this page
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