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M&A and Subsidiary Changes2612KADOYA SESAME MILLS INCORPORATEDFood

Changes to the “Notice Regarding Commencement of a Tender Offer for the Common Shares of KADOYA SESAME MILLS INCORPORATED” in connection with the amendment to the Tender Offer Registration Statement by ITG-Gホールディングス

The tender offer price was increased from ¥2,514 per share to ¥2,655 per share, and the tender offer period was extended from 13 November 2026 to 26 November 2026. Accordingly, the settlement commencement date has also been changed to 3 December 2026.

Worth reading
46Recurring
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 share
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
Counterparty株式会社 ITG-G ホールディングス
Disclosing companyKADOYA SESAME MILLS INCORPORATED
KADOYA SESAME MILLS INCORPORATEDVoting rights ownership percentage

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
Acquisition price¥2,655 per common share
Type of ConsiderationCash
Tender offer price¥2,655 per common share
Minimum number of shares to be purchasedThe current minimum number of shares to be purchased is Not disclosed. The document also states 6,416,100 shares, 7,788,600 shares and 357,600 shares as assumed figures based on the assumption that agreements with corporate shareholders have been reached.
Tender offer period15 September 2026 to 26 November 2026 (47 business days)
Procedures and assumptions
Special CommitteeEstablished (number of members and composition Not disclosed)
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name株式会社 ITG-G ホールディングス
Name of the Subject CompanyKADOYA SESAME MILLS INCORPORATED
Acquisition price¥2,655 per common share
Type of ConsiderationCash
Tender offer price¥2,655 per common share
Minimum number of shares to be purchasedThe current minimum number of shares to be purchased is Not disclosed. The document also states 6,416,100 shares, 7,788,600 shares and 357,600 shares as assumed figures based on the assumption that agreements with corporate shareholders have been reached.
Tender offer period15 September 2026 to 26 November 2026 (47 business days)
Voting rights ownership percentageAfter 66.65% (under each assumption regarding the minimum number of shares to be purchased) (before not disclosed)
Contract Date14 September 2026 (tender offer agreement)
Execution Date / Effective Date3 December 2026 (settlement commencement date)
Special CommitteeEstablished (number of members and composition Not disclosed)
Items this document does not state (20)
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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institutionConditions Precedent to ExecutionManagement 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 stated reasons are that a competing proposal was received from Company B, it became clear that Company A would not make a legally binding proposal going forward, and, after comprehensively considering the market share price, the status of tenders and the outlook for future tenders, the tender offeror aims to provide shareholders with a more attractive opportunity to sell their shares and increase the likelihood of completing the tender offer.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Changes to the “Notice Regarding Commencement of a Tender Offer for the Common Shares of KADOYA SESAME MILLS INCORPORATED” in connection with the amendment to the Tender Offer Registration Statement by ITG-Gホールディングス | KADOYA SESAME MILLS INCORPORATED (2612) timely disclosure | Komori