Worth reading
78Important
Scored from 3 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
9
Business daysWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyKamgras １株式会社
Disclosing companyKakaku.com,Inc.
Execution Date / Effective Date24 August 2026 (scheduled)
Consideration and expenses
Acquisition price¥3,450 per common share and ¥1 per stock acquisition right
Tender offer price¥3,450 per common share. ¥1 per stock acquisition right for each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th stock acquisition rights
Minimum number of shares to be purchased34,941,000 shares (Note 1)
Tender offer period13 May 2026 to 17 August 2026 (67 business days)
Procedures and assumptions
Special CommitteeEstablished (the number and attributes of the members are not disclosed)
Conditions Precedent to ExecutionWith respect to the tender offer by the proposer: (1) the resolution of the Board of Directors to support and recommend tendering in the tender offer is maintained; (2) the recommendation of this Special Committee is maintained; (3) there are no circumstances that would materially impede the achievement of the purpose of the tender offer; (4) this clearance has been completed or is reasonably expected to be completed; and (5) no undisclosed material facts exist
Management structure after acquisitionFollowing the successful completion of this tender offer, a share consolidation is scheduled to be conducted and the Articles of Incorporation are scheduled to be amended to abolish the provisions regarding the number of shares constituting one unit. 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. |
| Acquisition price | ¥3,450 per common share and ¥1 per stock acquisition right |
| Tender offer price | ¥3,450 per common share. ¥1 per stock acquisition right for each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th stock acquisition rights |
| Minimum number of shares to be purchased | 34,941,000 shares (Note 1) |
| Tender offer period | 13 May 2026 to 17 August 2026 (67 business days) |
| Execution Date / Effective Date | 24 August 2026 (scheduled) |
| Special Committee | Established (the number and attributes of the members are not disclosed) |
| Conditions Precedent to Execution | With respect to the tender offer by the proposer: (1) the resolution of the Board of Directors to support and recommend tendering in the tender offer is maintained; (2) the recommendation of this Special Committee is maintained; (3) there are no circumstances that would materially impede the achievement of the purpose of the tender offer; (4) this clearance has been completed or is reasonably expected to be completed; and (5) no undisclosed material facts exist |
| Management structure after acquisition | Following the successful completion of this tender offer, a share consolidation is scheduled to be conducted and the Articles of Incorporation are scheduled to be amended to abolish the provisions regarding the number of shares constituting one unit. The corporate name, representative and treatment of employees are not disclosed |
Items this document does not state (21)
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 priceType of ConsiderationMerger ratio/share exchange ratioNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation 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.A proposal to increase the tender offer price was received from the counterproponent. As the current tender offer and the counterproposal cannot coexist, discussions and consideration will be held with the offeror and the counterproponent. In connection with the submission of an amendment to the tender offer registration statement, the tender offer period was also extended pursuant to applicable laws and regulations.
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