Worth reading
62In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
141
¥ per shareWording
Conditional
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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,655 per common share. The filing also states conditional revised prices of ¥2,777, ¥2,806 and ¥2,944 if an agreement not to tender is reached with a corporate shareholder.
Minimum number of shares to be purchased13,847,100 shares
Tender offer period15 September 2026 to 26 November 2026 (47 business days)
Funding arrangementsThe SPV is expected to receive indirect capital contributions of up to ¥68,750,000 thousand from Integral Holdings Co., Ltd. and the flagship fund, which will be used to fund settlement of this tender offer and related expenses. A loan from the tender offeror or the issuance of corporate bonds by the company is also planned to fund the share repurchase.
Procedures and assumptions
Special CommitteeEstablished. The number and attributes of its members are Not disclosed
Conditions Precedent to ExecutionCompletion of this tender offer, effectiveness of the final share consolidation, and securing the funds and distributable amount required for the share repurchase. The details of the merger are to be discussed and determined after completion of this tender offer.
Management structure after acquisitionThe founding-family shareholders will have the right to nominate 1 director candidate, while the fund-side shareholders will have the right to nominate 3 director candidates and 1 audit & supervisory board member candidate. The number of representative directors will be limited to 2, and 1 of them is expected to be elected from among the directors nominated by the fund-side shareholders. Following the merger, the founding-family shareholders are expected to hold approximately no less than 25% of the voting rights. Other aspects of the management structure and management policies will be discussed and determined after completion of 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 |
| Tender offer price | ¥2,655 per common share. The filing also states conditional revised prices of ¥2,777, ¥2,806 and ¥2,944 if an agreement not to tender is reached with a corporate shareholder. |
| Minimum number of shares to be purchased | 13,847,100 shares |
| Tender offer period | 15 September 2026 to 26 November 2026 (47 business days) |
| Voting rights ownership percentage | After 66.65% (stated conditionally if the minimum number of shares sought is purchased) (before not disclosed) |
| Funding arrangements | The SPV is expected to receive indirect capital contributions of up to ¥68,750,000 thousand from Integral Holdings Co., Ltd. and the flagship fund, which will be used to fund settlement of this tender offer and related expenses. A loan from the tender offeror or the issuance of corporate bonds by the company is also planned to fund the share repurchase. |
| Contract Date | 14 September 2026 (shareholders' agreement with the founding-family shareholders). The date of the tender offer agreement is Not disclosed |
| Execution Date / Effective Date | Following completion of this tender offer, late November 2026 is planned. Following the final share consolidation, late February 2027 is planned; following the loan and related transactions, early March 2027 is planned; and following the share repurchase, late March 2027 is planned. The timing of the merger is not yet determined. |
| Special Committee | Established. The number and attributes of its members are Not disclosed |
| Conditions Precedent to Execution | Completion of this tender offer, effectiveness of the final share consolidation, and securing the funds and distributable amount required for the share repurchase. The details of the merger are to be discussed and determined after completion of this tender offer. |
| Management structure after acquisition | The founding-family shareholders will have the right to nominate 1 director candidate, while the fund-side shareholders will have the right to nominate 3 director candidates and 1 audit & supervisory board member candidate. The number of representative directors will be limited to 2, and 1 of them is expected to be elected from among the directors nominated by the fund-side shareholders. Following the merger, the founding-family shareholders are expected to hold approximately no less than 25% of the voting rights. Other aspects of the management structure and management policies will be discussed and determined after completion of the transaction. |
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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institution
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 offeror states that it increased the tender offer price after comprehensively considering market share-price trends, the status of shareholder tenders and the outlook for future tenders, in order to provide shareholders with a more attractive opportunity to sell and increase the likelihood that the tender offer will be completed. It also states that the tender offer period was extended because an amended tender offer filing was required following B Company's renewed proposal and the termination of A Company's proposal.
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