Worth reading
82Important
Scored from 3 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
3
Business days (from 47 business days to 50 business days)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKamgras 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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,000 per common share. Each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights: ¥1 per right.
Minimum number of shares to be purchased34,941,000 shares
Tender offer period13 May 2026 to 22 July 2026 (50 business days)
Procedures and assumptions
Valuation methodologyConsultation and negotiations based on the Company's financial information and the results of due diligence. The initial analyses of the Company's share value by SMBC Nikko Securities and Yamada Consulting are also referenced. The specific valuation methods are Not disclosed
Independent valuation institutionSMBC Nikko Securities and Yamada Consulting
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Management structure after acquisitionFollowing completion of the transaction, the consortium will work with the Company to support the achievement of its medium-term management plan and seek to strengthen the Company's management platform and stabilize its position by leveraging EQT's knowledge and global resources gained through its investment track record, DG's expertise in payments and marketing, and the networks of its strategic partners. The trade name, representative and treatment of employees are 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. Each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights: ¥1 per right. |
| Minimum number of shares to be purchased | 34,941,000 shares |
| Tender offer period | 13 May 2026 to 22 July 2026 (50 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 34,941,000 shares. The actual number of shares acquired and the number of voting rights are Not disclosed |
| Voting rights ownership percentage | After 17.51% (ownership percentage based on the minimum number of shares to be purchased) (before not disclosed) |
| Date of board resolution | 1 July 2026 (maintaining the favorable opinion and withdrawing the recommendation to tender, etc.). The original resolution date was 12 May 2026. |
| Execution Date / Effective Date | 29 July 2026 (scheduled) (following completion of this tender offer) |
| Valuation methodology | Consultation and negotiations based on the Company's financial information and the results of due diligence. The initial analyses of the Company's share value by SMBC Nikko Securities and Yamada Consulting are also referenced. The specific valuation methods are Not disclosed |
| Independent valuation institution | SMBC Nikko Securities and Yamada Consulting |
| Special Committee | Established. Number and attributes of members: Not disclosed |
| Management structure after acquisition | Following completion of the transaction, the consortium will work with the Company to support the achievement of its medium-term management plan and seek to strengthen the Company's management platform and stabilize its position by leveraging EQT's knowledge and global resources gained through its investment track record, DG's expertise in payments and marketing, and the networks of its strategic partners. The trade name, representative and treatment of employees are Not disclosed |
Items this document does not state (17)
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 ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateConditions 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.Following the Company's announcement on 2 July 2026 of changes concerning the tender offer, the tender offeror filed an amendment to the Tender Offer Registration Statement on 7 July 2026 and extended the tender offer period through 22 July 2026, the date falling 10 business days after the filing date.
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