Worth reading
77Important
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
120
Yen per common shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKamgras １株式会社
Disclosing companyKakaku.com,Inc.
Execution Date / Effective Date3 September 2026 (scheduled) (after completion of this tender offer)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,570 per common share. ¥1 per unit for the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights
Minimum number of shares to be purchased34,941,000 shares (Note 1)
Tender offer periodFrom 13 May 2026 through 27 August 2026 (75 business days)
Funding arrangementsThe tender offeror plans to receive an equity contribution of up to ¥211.0 billion from its parent company and borrow up to ¥225.0 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Nomura Capital Investment Co., Ltd., Bank of Yokohama, Kiraboshi Bank and Aozora Bank.
Procedures and assumptions
Valuation methodologyDetermined based on the Company’s disclosed financial information, the results of due diligence, and discussions and negotiations with the Company. No share valuation report or fairness opinion was obtained from a third-party valuation institution.
Independent valuation institutionSMBC Nikko Securities, 山田コンサル
Special CommitteeA special committee of the Company was established to review the transaction relating to taking the Company private. The number and attributes of its members are not disclosed.
Conditions Precedent to ExecutionAll required approvals and permissions from the relevant authorities have been obtained. Approval at an extraordinary general meeting of shareholders is planned for the share consolidation and abolition of the unit share system following completion of this tender offer.
Management structure after acquisitionFollowing completion of this tender offer, the Company plans to implement a share consolidation and abolish the unit share system to take the Company private. The treatment of the corporate name, representative and employees is 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 | ¥3,570 per common share. ¥1 per unit for the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights |
| Minimum number of shares to be purchased | 34,941,000 shares (Note 1) |
| Tender offer period | From 13 May 2026 through 27 August 2026 (75 business days) |
| Funding arrangements | The tender offeror plans to receive an equity contribution of up to ¥211.0 billion from its parent company and borrow up to ¥225.0 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Nomura Capital Investment Co., Ltd., Bank of Yokohama, Kiraboshi Bank and Aozora Bank. |
| Execution Date / Effective Date | 3 September 2026 (scheduled) (after completion of this tender offer) |
| Valuation methodology | Determined based on the Company’s disclosed financial information, the results of due diligence, and discussions and negotiations with the Company. No share valuation report or fairness opinion was obtained from a third-party valuation institution. |
| Independent valuation institution | SMBC Nikko Securities, 山田コンサル |
| Special Committee | A special committee of the Company was established to review the transaction relating to taking the Company private. The number and attributes of its members are not disclosed. |
| Conditions Precedent to Execution | All required approvals and permissions from the relevant authorities have been obtained. Approval at an extraordinary general meeting of shareholders is planned for the share consolidation and abolition of the unit share system following completion of this tender offer. |
| Management structure after acquisition | Following completion of this tender offer, the Company plans to implement a share consolidation and abolish the unit share system to take the Company private. The treatment of the corporate name, representative and employees is 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract 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.The tender offeror explained that it intended to increase the likelihood of the tender offer’s success and bring the current uncertainty to an end because repeated competing proposals and the resulting prolonged instability could heighten uncertainty regarding future management policy and impair corporate value. It also stated that completing the transaction as soon as possible and undertaking measures to enhance corporate value had become urgent.
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