Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
17
¥ per share (increase in tender offer price)Wording
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 DateAfter completion of the tender offer: 3 December 2026 (予定). The squeeze-out procedures, the treasury share acquisition and the reinvestment are scheduled to be carried out from mid-February through late February 2027 and thereafter.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,700 per common share; ¥1 per stock acquisition right
Minimum number of shares to be purchased34,941,000 shares
Tender offer periodFrom 13 May 2026 to 26 November 2026 (134 business days)
Funding arrangementsThe tender offeror is expected to receive an equity contribution of up to ¥227 billion from its parent company and loans of up to ¥225 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Nomura Capital Investment Co., Ltd., Bank of Yokohama, Kiraboshi Bank and Aozora Bank,Ltd.
Procedures and assumptions
Valuation methodologyThe premium over the closing price and the simple average of closing prices on the Tokyo Stock Exchange were compared. Valuation method: not disclosed
Special CommitteeEstablished. Number of members and attributes: Not disclosed
Conditions Precedent to ExecutionCompletion of the tender offer. Following completion, the squeeze-out procedures, including a share consolidation, and an extraordinary general meeting of shareholders are scheduled to be held.
Management structure after acquisitionThe transaction is expected to involve going private, a share consolidation, the acquisition by the company of all non-tendered shares and the reinvestment. The corporate name, representative and treatment of employees: 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 | ¥3,700 per common share; ¥1 per stock acquisition right |
| Minimum number of shares to be purchased | 34,941,000 shares |
| Tender offer period | From 13 May 2026 to 26 November 2026 (134 business days) |
| Funding arrangements | The tender offeror is expected to receive an equity contribution of up to ¥227 billion from its parent company and loans of up to ¥225 billion from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Nomura Capital Investment Co., Ltd., Bank of Yokohama, Kiraboshi Bank and Aozora Bank,Ltd. |
| Execution Date / Effective Date | After completion of the tender offer: 3 December 2026 (予定). The squeeze-out procedures, the treasury share acquisition and the reinvestment are scheduled to be carried out from mid-February through late February 2027 and thereafter. |
| Valuation methodology | The premium over the closing price and the simple average of closing prices on the Tokyo Stock Exchange were compared. Valuation method: not disclosed |
| Special Committee | Established. Number of members and attributes: Not disclosed |
| Conditions Precedent to Execution | Completion of the tender offer. Following completion, the squeeze-out procedures, including a share consolidation, and an extraordinary general meeting of shareholders are scheduled to be held. |
| Management structure after acquisition | The transaction is expected to involve going private, a share consolidation, the acquisition by the company of all non-tendered shares and the reinvestment. The corporate name, representative and treatment of employees: not disclosed |
Items this document does not state (19)
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 DateIndependent 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 raised the purchase price, based on the company’s request to discuss a price change, to provide shareholders with a more favorable opportunity to sell and increase the likelihood that the tender offer would succeed. The company stated that it will continue its consideration from the perspectives of enhancing corporate value and the common interests of shareholders, taking into account comparisons with competing tender offers.
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