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This tender offerCounterpartyKamgras １株式会社
Disclosing companyKakaku.com,Inc.
Date of board resolution12 May 2026 (initial); 1 July 2026 (change)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,000 per common share. The purchase price for each of the stock acquisition rights is ¥1.
Minimum number of shares to be purchased34,941,000 shares
Procedures and assumptions
Independent valuation institutionSMBC Nikko Securities, 山田コンサル
Special CommitteeEstablished. 3 members (Kinoshita Masayuki (木下雅之), Kajiki Hisashi (梶木壽), Inoue Miki (井上美樹))
Management structure after acquisitionThe company plans to take its shares private. It intends to establish a management structure capable of making agile decisions by leveraging EQT's knowledge and global resources gained through its investment track record, DG's knowledge and network, and the expertise and human resources of the consortium members. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Kamgras １株式会社 |
| Name of the Subject Company | Kakaku.com,Inc. |
| Type of Consideration | Cash |
| Tender offer price | ¥3,000 per common share. The purchase price for each of the stock acquisition rights is ¥1. |
| Minimum number of shares to be purchased | 34,941,000 shares |
| Date of board resolution | 12 May 2026 (initial); 1 July 2026 (change) |
| Independent valuation institution | SMBC Nikko Securities, 山田コンサル |
| Special Committee | Established. 3 members (Kinoshita Masayuki (木下雅之), Kajiki Hisashi (梶木壽), Inoue Miki (井上美樹)) |
| Management structure after acquisition | The company plans to take its shares private. It intends to establish a management structure capable of making agile decisions by leveraging EQT's knowledge and global resources gained through its investment track record, DG's knowledge and network, and the expertise and human resources of the consortium members. Employee treatment: Not disclosed |
Items this document does not state (22)
Business Description of the Subject CompanyLocation 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateExecution Date / Effective DateValuation methodologyConditions 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.Because a legally binding proposal was received from Bain Capital and the LINE Yahoo side offering ¥3,384 per share (or ¥3,500 if an agreement is reached with KDDI), which exceeds the current tender offer price of ¥3,000, it was determined that recommending that shareholders tender their shares in the current tender offer would not be appropriate.
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