Worth reading
86Important
Scored from 3 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
450
Yen (increase in the tender offer price per common share)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKamgras １株式会社
Disclosing companyKakaku.com,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,450 per common share. Each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights: ¥1 per stock acquisition right
Minimum number of shares to be purchased34,941,000 shares
Tender offer period13 May 2026 to 3 August 2026 (58 business days)
Funding arrangementsThe tender offeror plans to receive an equity contribution of up to ¥197.0 billion from its parent company and financing of up to ¥225.0 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., Nomura Capital Investment Co., Ltd., Bank of Yokohama, Ltd., Kiraboshi Bank, Ltd. and Aozora Bank,Ltd.
Impact on Business Performance
The disclosure states that if the tender offer is prolonged, uncertainty regarding future management policies will continue, potentially resulting in adverse effects on business operations and concerns about damage to corporate value.
Procedures and assumptions
Valuation methodologyDiscussions and negotiations between the parties based on financial information and the results of due diligence. The tender offeror has not obtained a share valuation report or a fairness opinion from a third-party valuation institution
Independent valuation institutionSMBC Nikko Securities, Yamada Consulting
Special CommitteeEstablished. As of 17 July 2026, there was no change in the substance of its recommendation. The number and attributes of the committee members are not disclosed
Conditions Precedent to ExecutionThe necessary approvals and other authorizations from the relevant authorities required to complete this tender offer have been obtained. The minimum number of shares to be purchased is 34,941,000 shares
Management structure after acquisitionFollowing completion of this tender offer, the Company plans to privatize its shares through a squeeze-out by share consolidation, abolition of the provisions concerning the number of shares constituting one unit, a treasury share acquisition and a reinvestment. The corporate 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 | ¥3,450 per common share. Each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights: ¥1 per stock acquisition right |
| Minimum number of shares to be purchased | 34,941,000 shares |
| Tender offer period | 13 May 2026 to 3 August 2026 (58 business days) |
| Funding arrangements | The tender offeror plans to receive an equity contribution of up to ¥197.0 billion from its parent company and financing of up to ¥225.0 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., Nomura Capital Investment Co., Ltd., Bank of Yokohama, Ltd., Kiraboshi Bank, Ltd. and Aozora Bank,Ltd. |
| Impact on Business Performance | The disclosure states that if the tender offer is prolonged, uncertainty regarding future management policies will continue, potentially resulting in adverse effects on business operations and concerns about damage to corporate value. |
| Date of board resolution | 17 July 2026 (the date on which the tender offeror decided to change the price) |
| Execution Date / Effective Date | After completion of this tender offer, 7 August 2026 (scheduled). The tender offer period ends on 3 August 2026 |
| Valuation methodology | Discussions and negotiations between the parties based on financial information and the results of due diligence. The tender offeror has not obtained a share valuation report or a fairness opinion from a third-party valuation institution |
| Independent valuation institution | SMBC Nikko Securities, Yamada Consulting |
| Special Committee | Established. As of 17 July 2026, there was no change in the substance of its recommendation. The number and attributes of the committee members are not disclosed |
| Conditions Precedent to Execution | The necessary approvals and other authorizations from the relevant authorities required to complete this tender offer have been obtained. The minimum number of shares to be purchased is 34,941,000 shares |
| Management structure after acquisition | Following completion of this tender offer, the Company plans to privatize its shares through a squeeze-out by share consolidation, abolition of the provisions concerning the number of shares constituting one unit, a treasury share acquisition and a reinvestment. The corporate name, representative and treatment of employees are not disclosed |
Items this document does not state (16)
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 ratioNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Contract Date
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.As the market price of the Company's shares has remained above the previous tender offer price of ¥3,000 due to a competing proposal, prolongation of the tender offer could perpetuate uncertainty regarding future management policies and result in adverse effects on business operations or damage to corporate value. The changes are intended to increase the likelihood of the tender offer being completed and to complete the transaction as soon as possible.
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