Worth reading
71In focus
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
109
Yen per common shareWording
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 Date6 October 2026 (scheduled) (after the tender offer is conducted)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,680 per common share. The 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th stock acquisition rights: ¥1 per right.
Minimum number of shares to be purchased34,941,000 shares
Tender offer period13 May 2026 to 29 September 2026 (95 business days)
Funding arrangementsThe tender offeror plans to receive an equity contribution from its parent of up to ¥225 billion and loans of up to ¥225 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., Nomura Capital Investment Co., Ltd., The Bank of Yokohama, Ltd., Kiraboshi Bank, Ltd. and Aozora Bank, Ltd.
Procedures and assumptions
Special CommitteeEstablished. It was established to consider the transaction relating to taking Kakaku.com, Inc. private, but the number and attributes of its members are not disclosed.
Conditions Precedent to ExecutionFollowing the successful completion of the tender offer, an extraordinary general meeting of shareholders is scheduled to be held to consider proposals for a share consolidation and amendments to the Articles of Incorporation to abolish the provisions on the number of shares constituting one unit.
Management structure after acquisitionFollowing the successful completion of the tender offer, the company plans to conduct a share consolidation, take the company private and acquire treasury shares after delisting. The treatment of the company 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 | ¥3,680 per common share. The 8th, 10th, 11th, 13th, 14th, 15th, 16th, 17th, 18th, 19th and 20th stock acquisition rights: ¥1 per right. |
| Minimum number of shares to be purchased | 34,941,000 shares |
| Tender offer period | 13 May 2026 to 29 September 2026 (95 business days) |
| Funding arrangements | The tender offeror plans to receive an equity contribution from its parent of up to ¥225 billion and loans of up to ¥225 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., Nomura Capital Investment Co., Ltd., The Bank of Yokohama, Ltd., Kiraboshi Bank, Ltd. and Aozora Bank, Ltd. |
| Execution Date / Effective Date | 6 October 2026 (scheduled) (after the tender offer is conducted) |
| Special Committee | Established. It was established to consider the transaction relating to taking Kakaku.com, Inc. private, but the number and attributes of its members are not disclosed. |
| Conditions Precedent to Execution | Following the successful completion of the tender offer, an extraordinary general meeting of shareholders is scheduled to be held to consider proposals for a share consolidation and amendments to the Articles of Incorporation to abolish the provisions on the number of shares constituting one unit. |
| Management structure after acquisition | Following the successful completion of the tender offer, the company plans to conduct a share consolidation, take the company private and acquire treasury shares after delisting. The treatment of the company name, 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 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 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.The tender offeror explained that it increased the price to improve the likelihood of the tender offer succeeding, in light of the market price of the shares, the response to the offer and the outlook for further tenders, as well as Oasis’s announcement that it would not support a tender offer priced below ¥3,640. The extension of the tender offer period was made as a legal requirement accompanying the submission of the amended registration statement.
How to read this page
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