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M&A and Subsidiary Changes2612KADOYA SESAME MILLS INCORPORATEDFood

Notice Regarding the Commencement of a Tender Offer for the Common Shares of KADOYA SESAME MILLS INCORPORATED (Securities Code: 2612) by 株式会社ITG-Gホールディングス

株式会社ITG-Gホールディングス has decided to launch a tender offer for the common shares of KADOYA SESAME MILLS INCORPORATED at ¥2,514 per share. Following the successful completion of the tender offer, the company plans to take measures including a share consolidation to take KADOYA SESAME MILLS INCORPORATED private.

Worth reading
52Recurring
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
23079969
Shares (planned purchase quantity)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
Counterparty株式会社ITG-Gホールディングス
Disclosing companyKADOYA SESAME MILLS INCORPORATED
KADOYA SESAME MILLS INCORPORATEDVoting rights ownership percentageNumber of shares acquired 23,079,969 shares to be purchased. Number of voting rights: Not disclosed

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.
Consideration and expenses
Acquisition price¥2,514 per common share (23,079,969 shares to be purchased)
Type of ConsiderationCash
Tender offer price¥2,514 per common share
Minimum number of shares to be purchased13,847,100 shares
Tender offer period15 September 2026 (Tuesday) to 30 October 2026 (Friday) (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionFollowing the successful completion of this tender offer, approval of the first share consolidation and other matters at the extraordinary general meeting of shareholders (scheduled).
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name株式会社ITG-Gホールディングス
Name of the Subject CompanyKADOYA SESAME MILLS INCORPORATED
Acquisition price¥2,514 per common share (23,079,969 shares to be purchased)
Type of ConsiderationCash
Tender offer price¥2,514 per common share
Minimum number of shares to be purchased13,847,100 shares
Tender offer period15 September 2026 (Tuesday) to 30 October 2026 (Friday) (30 business days)
Number of shares acquired23,079,969 shares to be purchased. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0% → after 66.65% (if the minimum number of shares to be purchased is acquired)
Date of board resolution14 September 2026
Contract Date14 September 2026
Execution Date / Effective Date9 November 2026 (Monday) (settlement commencement date). The squeeze-out procedure is scheduled to be implemented after the successful completion of this tender offer.
Conditions Precedent to ExecutionFollowing the successful completion of this tender offer, approval of the first share consolidation and other matters at the extraordinary general meeting of shareholders (scheduled).
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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 stated objective is to take the target company private and, with Integral providing long-term management and financial support, enhance the target company's corporate value and achieve sustainable growth and development of its business.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Commencement of a Tender Offer for the Common Shares of KADOYA SESAME MILLS INCORPORATED (Securities Code: 2612) by 株式会社ITG-Gホールディングス | KADOYA SESAME MILLS INCORPORATED (2612) timely disclosure | Komori