Worth reading
68In focus
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
3000
¥ per share (the highest price in Company C’s proposal)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This transaction (Company C) / this tender offer (Company C)CounterpartyCompany C (Candidate C; official name undisclosed)
Disclosing companyKADOYA SESAME MILLS INCORPORATED
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceThe tender offer price (Company C) is ¥3,000 under treasury share acquisition structure ①, ¥2,907 under ② and ¥2,872 under ③. If only this tender offer (Company C) is implemented without executing this treasury share acquisition (Company C), the price is ¥2,654 (all on a per-share basis).
Type of ConsiderationCash (tender offer price and treasury share acquisition price)
Tender offer price¥3,000, ¥2,907, ¥2,872 or ¥2,654 per share. Depending on the structure, the treasury share acquisition prices are ¥2,464, ¥2,389 and ¥2,360 for Mitsubishi Corporation; ¥2,464 and ¥2,389 for Mitsui & Co.; ¥2,384 and ¥2,283 for 小澤物産; and ¥2,717 and ¥2,601 for 小澤商事 (all on a per-share basis).
Minimum number of shares to be purchasedA level sufficient to secure at least two-thirds of the voting rights after the tender offer
Tender offer period30 business days are assumed. In light of the timing of the tender offer period’s expiry, a period slightly longer than 30 business days is also under consideration. The start date is expected to be around mid-November 2026.
Funding arrangementsEquity investment by the C Fund and borrowings from financial institutions. Copies of commitment letters from 2 financial institutions and the C Fund are attached.
Procedures and assumptions
Valuation methodologyShare valuation report (valuation methodology Not disclosed)
Independent valuation institutionMizuho Securities
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionThe Company’s supporting opinion and the special committee’s recommendation remain in effect; agreements between Company C and corporate shareholders and founding family shareholders concerning non-tendering and the treasury share acquisition have been executed and remain in effect, or discussions regarding them remain ongoing; the Company has not breached any obligations or representations and warranties; no circumstances have arisen that would constitute a material impediment; no undisclosed material facts exist; and other conditions.
Management structure after acquisitionThe specific management structure, corporate name and treatment of employees following Company C’s proposal are Not disclosed. With respect to the existing transaction, the Company states that it will implement a medium- to long-term strategy based on fan-base management with comprehensive support from Integral.
| Item | Details |
|---|---|
| Transaction name | This transaction (Company C) / this tender offer (Company C) |
| Counterparty name | Company C (Candidate C; official name undisclosed) |
| Name of the Subject Company | KADOYA SESAME MILLS INCORPORATED |
| Acquisition price | The tender offer price (Company C) is ¥3,000 under treasury share acquisition structure ①, ¥2,907 under ② and ¥2,872 under ③. If only this tender offer (Company C) is implemented without executing this treasury share acquisition (Company C), the price is ¥2,654 (all on a per-share basis). |
| Type of Consideration | Cash (tender offer price and treasury share acquisition price) |
| Tender offer price | ¥3,000, ¥2,907, ¥2,872 or ¥2,654 per share. Depending on the structure, the treasury share acquisition prices are ¥2,464, ¥2,389 and ¥2,360 for Mitsubishi Corporation; ¥2,464 and ¥2,389 for Mitsui & Co.; ¥2,384 and ¥2,283 for 小澤物産; and ¥2,717 and ¥2,601 for 小澤商事 (all on a per-share basis). |
| Minimum number of shares to be purchased | A level sufficient to secure at least two-thirds of the voting rights after the tender offer |
| Tender offer period | 30 business days are assumed. In light of the timing of the tender offer period’s expiry, a period slightly longer than 30 business days is also under consideration. The start date is expected to be around mid-November 2026. |
| Voting rights ownership percentage | After A level sufficient to secure at least two-thirds of the voting rights after the tender offer (before not disclosed) |
| Funding arrangements | Equity investment by the C Fund and borrowings from financial institutions. Copies of commitment letters from 2 financial institutions and the C Fund are attached. |
| Date of board resolution | 14 September 2026 (the resolution approving the existing tender offer and recommending that shareholders tender their shares). The date of the new board resolution concerning this change is Not disclosed. |
| Execution Date / Effective Date | The launch of this tender offer (Company C) is expected around mid-November 2026. The execution date and effective date are Not disclosed. |
| Valuation methodology | Share valuation report (valuation methodology Not disclosed) |
| Independent valuation institution | Mizuho Securities |
| Special Committee | Established. Number and attributes of members: Not disclosed |
| Conditions Precedent to Execution | The Company’s supporting opinion and the special committee’s recommendation remain in effect; agreements between Company C and corporate shareholders and founding family shareholders concerning non-tendering and the treasury share acquisition have been executed and remain in effect, or discussions regarding them remain ongoing; the Company has not breached any obligations or representations and warranties; no circumstances have arisen that would constitute a material impediment; no undisclosed material facts exist; and other conditions. |
| Management structure after acquisition | The specific management structure, corporate name and treatment of employees following Company C’s proposal are Not disclosed. With respect to the existing transaction, the Company states that it will implement a medium- to long-term strategy based on fan-base management with comprehensive support from Integral. |
Items this document does not state (15)
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 ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract Date
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.Candidate C’s proposal is at a level above the current tender offer price, and it is necessary to comprehensively consider its legal bindingness, certainty of financing, likelihood of transaction execution and measures to enhance corporate value. In addition, it was reasonably determined that maintaining the existing supporting opinion despite Company C’s proposal could pose a specific risk of violating the directors’ duty of care. Accordingly, the Company has requested discussions regarding a price change.
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