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M&A and Subsidiary Changes2371Kakaku.com,Inc.Information and Communications, Services and Others

Notice Regarding the Scheduled Commencement of a Tender Offer for the Company's Shares and Other Securities by BCPE Blitz Cayman, L.P.

BCPE Blitz Cayman, L.P., established by Bain Capital, is expected to commence a tender offer in mid-September 2026 to acquire shares of Kakaku.com,Inc. at ¥3,520 per share, or ¥3,640 if a non-tender agreement is entered into with KDDI Corporation, with the aim of taking the company private. The company will compare this offer with the existing Kamgras 1 tender offer, but this disclosure does not express an opinion for or against the BCPE Blitz tender offer.

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
3520
¥ per share (¥3,640 per share if a non-tender agreement is entered into with KDDI Corporation)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

BCPE Blitz tender offer
CounterpartyBCPE Blitz Cayman, L.P.
Disclosing companyKakaku.com,Inc.
Kakaku.com,Inc.Voting rights ownership percentage

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
Acquisition priceTotal acquisition consideration under the tender offer: Not disclosed (tender offer price: ¥3,520 per share, or ¥3,640 subject to conditions)
Type of ConsiderationCash
Tender offer priceCompany shares: ¥3,520 per share (¥3,640 per share if a non-tender agreement can be entered into with KDDI Corporation). Purchase price for these stock acquisition rights: Not disclosed
Minimum number of shares to be purchased131,805,000 shares (66.05% ownership ratio of share certificates and other securities after the purchase)
Tender offer period20 business days. The commencement date is expected to be in mid-September 2026, but the specific commencement and expiration dates are Not disclosed
Procedures and assumptions
Special CommitteeEstablished (special committee of the company). The number and attributes of committee members are Not disclosed
Conditions Precedent to Execution① The company's board of directors expresses an opinion in favor of the tender offer, resolves to recommend that shareholders tender their shares, and maintains that position; ② the special committee issues and maintains an opinion that the transaction is appropriate; ③ no material change or other circumstances causing a significant impediment have occurred; ④ the relevant clearances, including under the competition laws of each jurisdiction, have been obtained or can reasonably be expected to be obtained; and ⑤ no undisclosed material facts exist concerning the company
Management structure after acquisitionThe company plans to acquire all of the company's shares, excluding treasury shares held by the company, and take the company private. Details regarding the corporate name, representative, treatment of employees and other matters are Not disclosed
This transaction
ItemDetails
Transaction nameBCPE Blitz tender offer
Counterparty nameBCPE Blitz Cayman, L.P.
Name of the Subject CompanyKakaku.com,Inc.
Acquisition priceTotal acquisition consideration under the tender offer: Not disclosed (tender offer price: ¥3,520 per share, or ¥3,640 subject to conditions)
Type of ConsiderationCash
Tender offer priceCompany shares: ¥3,520 per share (¥3,640 per share if a non-tender agreement can be entered into with KDDI Corporation). Purchase price for these stock acquisition rights: Not disclosed
Minimum number of shares to be purchased131,805,000 shares (66.05% ownership ratio of share certificates and other securities after the purchase)
Tender offer period20 business days. The commencement date is expected to be in mid-September 2026, but the specific commencement and expiration dates are Not disclosed
Voting rights ownership percentageAfter 66.05% (before not disclosed)
Contract DateSubscription agreement with Oasis: 1 July 2026. Additional agreement: 27 July 2026. Date of execution of the transaction agreement between BCPE Blitz and the company: Not disclosed
Execution Date / Effective DateThe BCPE Blitz tender offer is expected to commence in mid-September 2026. A squeeze-out procedure is planned after the tender offer. The specific execution date and effective date are Not disclosed
Special CommitteeEstablished (special committee of the company). The number and attributes of committee members are Not disclosed
Conditions Precedent to Execution① The company's board of directors expresses an opinion in favor of the tender offer, resolves to recommend that shareholders tender their shares, and maintains that position; ② the special committee issues and maintains an opinion that the transaction is appropriate; ③ no material change or other circumstances causing a significant impediment have occurred; ④ the relevant clearances, including under the competition laws of each jurisdiction, have been obtained or can reasonably be expected to be obtained; and ⑤ no undisclosed material facts exist concerning the company
Management structure after acquisitionThe company plans to acquire all of the company's shares, excluding treasury shares held by the company, and take the company private. Details regarding the corporate name, representative, treatment of employees and other matters are Not disclosed
Items this document does not state (18)
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institution

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 company disclosed this matter after receiving, on 29 July 2026, a proposal to increase the tender offer price as an update to the proposal dated 1 July, and confirming the announcement of the planned public disclosure of the BCPE Blitz tender offer. Because the Kamgras 1 tender offer and the BCPE Blitz tender offer cannot coexist, the company will consider which transaction would contribute to enhancing corporate value and the common interests of shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Scheduled Commencement of a Tender Offer for the Company's Shares and Other Securities by BCPE Blitz Cayman, L.P. | Kakaku.com,Inc. (2371) timely disclosure | Komori