Worth reading
75Important
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
2514
Yen per common shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty株式会社ITG-Gホールディングス, 小澤物産株式会社, 小澤商事株式会社, Ozawa Kazuhiko (小澤 一彦)
Disclosing companyKADOYA SESAME MILLS INCORPORATED
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
The Company is primarily engaged in the sesame oil business and the food sesame business. The sesame oil business manufactures and sells sesame oil and its by-product defatted sesame, mainly for household, commercial and export use. The food sesame business manufactures and sells food sesame products, including roasted and ground sesame, for household and commercial use, as well as processed sesame products.
Net SalesSesame oil business: ¥31,401 million; food sesame business: ¥8,611 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥2,514 per ordinary share (total amount not stated)
Type of ConsiderationCash
Tender offer price¥2,514 per ordinary share
Minimum number of shares to be purchased13,847,100 shares
Tender offer periodFrom 15 September 2026 to 30 October 2026 (30 business days)
Funding arrangementsIndirect equity investment through Integral Group Co., Ltd., the flagship fund and an SPV. The investment will be capped at ¥68,750,000 thousand.
Impact on Business Performance
Growth investment in the US market and other measures are expected to place some downward pressure on earnings in the short term, although no specific amount is stated.
Procedures and assumptions
Independent valuation institutionMizuho Securities Co., Ltd.
Special CommitteeEstablished. An opinion letter was obtained from the Special Committee. The number and attributes of its members are not disclosed.
Conditions Precedent to ExecutionThe number of shares tendered in the Tender Offer must be at least equal to the minimum planned purchase, and a special resolution must be approved at a shareholders' meeting regarding the share consolidation following completion of the Tender Offer, among other conditions.
Management structure after acquisitionThe founding family shareholders have the right to nominate 1 director candidate, while the fund-side shareholders have the right to nominate 3 director candidates and 1 Audit & Supervisory Board member candidate. There will be no more than 2 Representative Directors, one of whom will be appointed from among the directors nominated by the fund-side shareholders. The remaining management structure and management policies are scheduled to be discussed and determined after completion of the transaction. Treatment of employees is not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社ITG-Gホールディングス, 小澤物産株式会社, 小澤商事株式会社, Ozawa Kazuhiko (小澤 一彦) |
| Name of the Subject Company | KADOYA SESAME MILLS INCORPORATED |
| Business Description of the Subject Company | The Company is primarily engaged in the sesame oil business and the food sesame business. The sesame oil business manufactures and sells sesame oil and its by-product defatted sesame, mainly for household, commercial and export use. The food sesame business manufactures and sells food sesame products, including roasted and ground sesame, for household and commercial use, as well as processed sesame products. |
| Net Sales of the Subject Company | Sesame oil business: ¥31,401 million; food sesame business: ¥8,611 million (fiscal year ending March 2026) |
| Acquisition price | ¥2,514 per ordinary share (total amount not stated) |
| Type of Consideration | Cash |
| Tender offer price | ¥2,514 per ordinary share |
| Minimum number of shares to be purchased | 13,847,100 shares |
| Tender offer period | From 15 September 2026 to 30 October 2026 (30 business days) |
| Number of shares acquired | Minimum planned purchase of 13,847,100 shares (138,471 units) |
| Voting rights ownership percentage | Before 0％ → after At least 50.09% (the tender offeror alone; 66.65% including the tender offeror and specially related parties) |
| Funding arrangements | Indirect equity investment through Integral Group Co., Ltd., the flagship fund and an SPV. The investment will be capped at ¥68,750,000 thousand. |
| Impact on Business Performance | Growth investment in the US market and other measures are expected to place some downward pressure on earnings in the short term, although no specific amount is stated. |
| Date of board resolution | 14 September 2026 |
| Contract Date | 14 September 2026 |
| Execution Date / Effective Date | The Tender Offer is scheduled to commence on 15 September 2026 and end on 30 October 2026. The final share consolidation is scheduled for late January 2027, and the purchase of treasury shares is scheduled for late February 2027. The timing and other details of the merger have not been determined. |
| Independent valuation institution | Mizuho Securities Co., Ltd. |
| Special Committee | Established. An opinion letter was obtained from the Special Committee. The number and attributes of its members are not disclosed. |
| Conditions Precedent to Execution | The number of shares tendered in the Tender Offer must be at least equal to the minimum planned purchase, and a special resolution must be approved at a shareholders' meeting regarding the share consolidation following completion of the Tender Offer, among other conditions. |
| Management structure after acquisition | The founding family shareholders have the right to nominate 1 director candidate, while the fund-side shareholders have the right to nominate 3 director candidates and 1 Audit & Supervisory Board member candidate. There will be no more than 2 Representative Directors, one of whom will be appointed from among the directors nominated by the fund-side shareholders. The remaining management structure and management policies are scheduled to be discussed and determined after completion of the transaction. Treatment of employees is not disclosed. |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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 ratioGoodwill amountAmount of extraordinary income (loss)Valuation methodology
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.Going private would remove the Company from short-term pressure on earnings and its share price, allowing it to move flexibly with upfront investment to strengthen its marketing and sales structure in the US market, develop new products and businesses, and enhance its production and R&D base, with the aim of increasing corporate value over the medium to long term.
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