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How definitive the wording is.This transaction
This tender offerCounterparty株式会社ITG-Gホールディングス, B
Disclosing companyKADOYA SESAME MILLS INCORPORATED
Consideration and expenses
Acquisition priceThis tender offer (B): ¥2,950, ¥3,044 or ¥2,914 per share, depending on the terms
Tender offer priceThis tender offer (B): ¥2,950, ¥3,044 or ¥2,914 per share, depending on the agreement reached regarding the share repurchase structure
Minimum number of shares to be purchasedFor this tender offer (B), the minimum number is expected to be set at a level intended to secure, following completion, total voting rights held by B and corporate shareholders of at least two-thirds of the voting rights of all shareholders. The specific number of shares is Not disclosed.
Tender offer periodThis tender offer (B): In principle, 30 business days are contemplated
Funding arrangementsUnder B's revised proposal, borrowings from financial institutions are contemplated. A copy of a commitment letter from one financial institution is attached.
Procedures and assumptions
Special CommitteeEstablished. The number and attributes of the members are Not disclosed.
Conditions Precedent to ExecutionIt is stated that the announcement and commencement of this tender offer (B) are conditional on the Company's board of directors adopting an institutional resolution to support this tender offer (B). It is also a condition that an agreement be reached with corporate shareholders and others on a structure using a share repurchase.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社ITG-Gホールディングス, B |
| Name of the Subject Company | KADOYA SESAME MILLS INCORPORATED |
| Acquisition price | This tender offer (B): ¥2,950, ¥3,044 or ¥2,914 per share, depending on the terms |
| Tender offer price | This tender offer (B): ¥2,950, ¥3,044 or ¥2,914 per share, depending on the agreement reached regarding the share repurchase structure |
| Minimum number of shares to be purchased | For this tender offer (B), the minimum number is expected to be set at a level intended to secure, following completion, total voting rights held by B and corporate shareholders of at least two-thirds of the voting rights of all shareholders. The specific number of shares is Not disclosed. |
| Tender offer period | This tender offer (B): In principle, 30 business days are contemplated |
| Voting rights ownership percentage | After A level intended to secure total voting rights held by B and corporate shareholders of at least two-thirds following completion of this tender offer (B) (before not disclosed) |
| Funding arrangements | Under B's revised proposal, borrowings from financial institutions are contemplated. A copy of a commitment letter from one financial institution is attached. |
| Special Committee | Established. The number and attributes of the members are Not disclosed. |
| Conditions Precedent to Execution | It is stated that the announcement and commencement of this tender offer (B) are conditional on the Company's board of directors adopting an institutional resolution to support this tender offer (B). It is also a condition that an agreement be reached with corporate shareholders and others on a structure using a share repurchase. |
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 CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateExecution Date / Effective 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.With respect to A, in light of the fact that we had already publicly announced our support for and recommendation to tender shares in this tender offer, among other matters, A determined that it would be difficult to continue its consideration and responded that it would not submit a legally binding proposal. With respect to B, in addition to the fact that B falls under the category of a "party related to another candidate already considered" under the tender offer agreement and therefore does not constitute a qualified competing proposal, we comprehensively considered the financial burden following the acquisition, the impact on necessary growth investments, the specificity and feasibility of synergies, and the impact on the brand and management autonomy. As a result, we did not reach the conclusion that the proposal would contribute to enhancing corporate value over the medium to long term.
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