Worth reading
80Important
Scored from 3 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
1
¥ per share (increase in tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKamgras １株式会社
Disclosing companyKakaku.com,Inc.
Execution Date / Effective Date17 September 2026 (scheduled) (after completion of this tender offer)
Consideration and expenses
Acquisition price¥3,571 per common share; ¥1 per warrant for each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights
Type of ConsiderationCash
Tender offer price¥3,571 per common share and ¥1 per warrant
Minimum number of shares to be purchased34,941,000 shares (Note 1)
Tender offer period13 May 2026 to 10 September 2026 (85 business days)
Procedures and assumptions
Special CommitteeEstablished. A special committee to consider the transaction for taking the Company's shares private. The number and attributes of the committee members are not disclosed
Conditions Precedent to ExecutionFollowing completion of this tender offer, an extraordinary general meeting of shareholders is scheduled to be held to consider proposals concerning this share consolidation and an amendment to the Articles of Incorporation to abolish the provisions on the number of shares constituting one unit. Subject to the share consolidation becoming effective
Management structure after acquisitionFollowing completion of this tender offer, the Company plans to conduct a share consolidation and take Kakaku.com,Inc. private. Following the share consolidation, the Company plans to acquire treasury shares and make a reinvestment. Treatment of the 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. |
| Acquisition price | ¥3,571 per common share; ¥1 per warrant for each of the 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights |
| Type of Consideration | Cash |
| Tender offer price | ¥3,571 per common share and ¥1 per warrant |
| Minimum number of shares to be purchased | 34,941,000 shares (Note 1) |
| Tender offer period | 13 May 2026 to 10 September 2026 (85 business days) |
| Execution Date / Effective Date | 17 September 2026 (scheduled) (after completion of this tender offer) |
| Special Committee | Established. A special committee to consider the transaction for taking the Company's shares private. The number and attributes of the committee members are not disclosed |
| Conditions Precedent to Execution | Following completion of this tender offer, an extraordinary general meeting of shareholders is scheduled to be held to consider proposals concerning this share consolidation and an amendment to the Articles of Incorporation to abolish the provisions on the number of shares constituting one unit. Subject to the share consolidation becoming effective |
| Management structure after acquisition | Following completion of this tender offer, the Company plans to conduct a share consolidation and take Kakaku.com,Inc. private. Following the share consolidation, the Company plans to acquire treasury shares and make a reinvestment. Treatment of the representative and employees is not disclosed |
Items this document does not state (20)
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 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.After comprehensively taking into account the market share price, the status of tenders by shareholders and the outlook for future tenders, the prices were increased to provide shareholders with a more attractive opportunity to sell and increase the likelihood of the tender offer succeeding. The tender offer period was extended as a statutory measure accompanying the filing of an amendment to the tender offer registration statement.
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