Worth reading
48Recurring
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
9
business daysWording
Definitive
How definitive the wording is.This transaction
This tender offerCounterparty株式会社ITG-Gホールディングス
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.
Execution Date / Effective DateFollowing completion of this tender offer: mid-November 2026. Following the final share consolidation: early February 2027 (予定). Following the lending, etc.: late February 2027 (予定). Following the acquisition of treasury shares: early March 2027 (予定)
Consideration and expenses
Type of ConsiderationCash (¥2,514 per common share)
Tender offer price¥2,514 per common share. The purchase price for stock acquisition rights is Not disclosed
Minimum number of shares to be purchased13,847,100 shares
Tender offer periodFrom 15 September 2026 to 13 November 2026 (39 business days)
Procedures and assumptions
Special CommitteeEstablished (number of members and attributes are Not disclosed)
Conditions Precedent to ExecutionThe representations and warranties of the tender offeror being true and accurate in all material respects; the tender offeror having performed and complied with its contractual obligations in all material respects; the affirmative recommendation of the special committee in favor of the transaction continuing to be maintained; there being no decisions or other measures by judicial or administrative authorities or other bodies that restrict or prohibit the transaction, and no specific risk of any such decisions or measures; and Mitsubishi Corporation not having expressly indicated in writing its intention to oppose this tender offer or the transaction
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社ITG-Gホールディングス |
| Name of the Subject Company | KADOYA SESAME MILLS INCORPORATED |
| Type of Consideration | Cash (¥2,514 per common share) |
| Tender offer price | ¥2,514 per common share. The purchase price for stock acquisition rights is Not disclosed |
| Minimum number of shares to be purchased | 13,847,100 shares |
| Tender offer period | From 15 September 2026 to 13 November 2026 (39 business days) |
| Voting rights ownership percentage | Before 66.65％ → after 66.65％ |
| Execution Date / Effective Date | Following completion of this tender offer: mid-November 2026. Following the final share consolidation: early February 2027 (予定). Following the lending, etc.: late February 2027 (予定). Following the acquisition of treasury shares: early March 2027 (予定) |
| Special Committee | Established (number of members and attributes are Not disclosed) |
| Conditions Precedent to Execution | The representations and warranties of the tender offeror being true and accurate in all material respects; the tender offeror having performed and complied with its contractual obligations in all material respects; the affirmative recommendation of the special committee in favor of the transaction continuing to be maintained; there being no decisions or other measures by judicial or administrative authorities or other bodies that restrict or prohibit the transaction, and no specific risk of any such decisions or measures; and Mitsubishi Corporation not having expressly indicated in writing its intention to oppose this tender offer or the transaction |
Items this document does not state (21)
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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionManagement 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 tender offer period was extended in accordance with applicable laws and regulations because it became necessary to file an amended registration statement for the tender offer registration statement following the public announcement that a legally binding proposal had been received from Candidate C concerning the privatization of the Company through this tender offer and the subsequent squeeze-out procedures.
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