Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
6385
¥ millionWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterparty (target company)nmsホールディングス株式会社
Disclosing companyWORLD HOLDINGS CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Group business oversight and management of the human solutions business, electronics manufacturing services business and power supply business, among others
Location Shinjuku-ku, TokyoShare capital ¥500.690 million (as of 31 March 2026)Date of incorporation 27 August 1990
Net Sales¥75,660.628 million (fiscal year ended March 2026)
Operating profit¥1,695.314 million (fiscal year ended March 2026)
Net income for the current fiscal year¥308.462 million (fiscal year ended March 2026)
Net assets¥5,112.702 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥6,385 million
Expenses other than the acquisition priceAdvisory fees and other costs are not included (the amount of such costs is not disclosed)
Type of ConsiderationCash
Tender offer price¥540 per common share
Minimum number of shares to be purchased6,480,800 shares
Tender offer periodFrom 1 June 2026 to 10 July 2026 (30 business days)
Impact on Business Performance
Currently under review
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of tendered share certificates and other securities must be at least the minimum number of shares to be purchased, namely 6,480,800 shares
Management structure after acquisitionA squeeze-out procedure is planned to make the tender offeror the sole shareholder of the target company. If implemented, the target company's shares are expected to be delisted. Other details regarding the management structure and treatment of employees are not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | nmsホールディングス株式会社 |
| Name of the Subject Company | nmsホールディングス株式会社 |
| Business Description of the Subject Company | Group business oversight and management of the human solutions business, electronics manufacturing services business and power supply business, among others |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥500.690 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 27 August 1990 |
| Net Sales of the Subject Company | ¥75,660.628 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥1,695.314 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥308.462 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥5,112.702 million (fiscal year ended March 2026) |
| Acquisition price | ¥6,385 million |
| Expenses other than the acquisition price | Advisory fees and other costs are not included (the amount of such costs is not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥540 per common share |
| Minimum number of shares to be purchased | 6,480,800 shares |
| Tender offer period | From 1 June 2026 to 10 July 2026 (30 business days) |
| Number of shares acquired | 11,825,411 shares, representing 118,254 voting rights |
| Voting rights ownership percentage | Before 32.91％ → after 94.50％ |
| Impact on Business Performance | Currently under review |
| Date of board resolution | 29 May 2026 |
| Execution Date / Effective Date | 17 July 2026 (scheduled; the commencement date of settlement for this tender offer) |
| Conditions Precedent to Execution | The total number of tendered share certificates and other securities must be at least the minimum number of shares to be purchased, namely 6,480,800 shares |
| Management structure after acquisition | A squeeze-out procedure is planned to make the tender offeror the sole shareholder of the target company. If implemented, the target company's shares are expected to be delisted. Other details regarding the management structure and treatment of employees are not disclosed |
Items this document does not state (8)
Merger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee
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.As a result of the tender offer, the target company will become a consolidated subsidiary, and its stated capital is equivalent to at least 10% of the stated capital of the tender offeror. Accordingly, it will qualify as a specified subsidiary.
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