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M&A and Subsidiary Changes2997STORAGE-OH Co.,Ltd.Real Estate

Notice of the Company's Opinion in Support of the Tender Offer for Its Shares, etc. by Arealink Co.,Ltd. and Recommendation to Tender

Storage王 has decided to support the transaction in which エリアリンク株式会社 will conduct a public tender offer for the shares and stock acquisition rights of Storage王 and, after the offer is completed, make Storage王 a wholly owned subsidiary, and to recommend that shareholders tender their shares. Storage王's shares are expected to be delisted following the transaction.

Worth reading
64In 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
1291700
Shares (minimum number of shares to be purchased)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
CounterpartyArealink Co.,Ltd.
Disclosing companySTORAGE-OH Co.,Ltd.
STORAGE-OH Co.,Ltd.Voting 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.

Date of board resolution8 July 2026
Contract Date8 July 2026 (tender agreement)
Execution Date / Effective DateA squeeze-out procedure is scheduled to be conducted after this public tender offer is completed. The specific execution date and effective date are Not disclosed.
Target company

A business engaged in the planning, development, operation and management of self-storage (Note 7) trunk rooms. Its businesses comprise trunk-room operation and management, trunk-room development and sale, and other real estate transactions.

Date of incorporation May 2008
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,340 per common share; ¥550,000 per Series 1 Stock Acquisition Right; and ¥350,000 per Series 2 Stock Acquisition Right.
Minimum number of shares to be purchased1,291,700 shares
Tender offer periodFrom 9 July 2026 (Thursday) through 21 August 2026 (Friday) (30 business days)
Funding arrangementsInternal funds
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and DCF method (岡三証券株式会社); market price method and DCF method (株式会社プルータス・コンサルティング).
Independent valuation institution岡三証券株式会社 and 株式会社プルータス・コンサルティング
Special CommitteeEstablished. 4 members: Kanehira Shin (兼平愼), outside director and independent officer; Tanaka Kimiko (田中公子), outside director and independent officer; Inoue Shinichiro (井上真一郎), attorney, outside audit & supervisory board member and independent officer; and Iwabuchi Mitsunao (岩渕光尚), certified public accountant, outside audit & supervisory board member and independent officer.
Conditions Precedent to ExecutionThe total number of shares and other securities tendered must be at least the minimum number of shares planned to be purchased, 1,291,700 shares. After the offer is completed, a demand for the sale of shares and other securities or a consolidation of shares is scheduled to be conducted to make the company a wholly owned subsidiary. A special resolution of the shareholders meeting is required for the share consolidation.
Management structure after acquisitionThe management structure and composition of the board of directors after this public tender offer, including whether directors or other officers will be dispatched, have not been determined at this time and will be discussed after the offer is completed. The policy is, in principle, to maintain employees' employment and employment terms and conditions as they were before the transaction. The company name change is Not disclosed.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameArealink Co.,Ltd.
Name of the Subject CompanySTORAGE-OH Co.,Ltd.
Business Description of the Subject CompanyA business engaged in the planning, development, operation and management of self-storage (Note 7) trunk rooms. Its businesses comprise trunk-room operation and management, trunk-room development and sale, and other real estate transactions.
Date of Establishment of the Subject CompanyMay 2008
Type of ConsiderationCash
Tender offer price¥1,340 per common share; ¥550,000 per Series 1 Stock Acquisition Right; and ¥350,000 per Series 2 Stock Acquisition Right.
Minimum number of shares to be purchased1,291,700 shares
Tender offer periodFrom 9 July 2026 (Thursday) through 21 August 2026 (Friday) (30 business days)
Voting rights ownership percentageBefore Equivalent to 0% (as of 8 July 2026, no shares or the stock acquisition rights subject to this offer are held) → after 66.67% (if the minimum number of shares planned to be purchased is acquired); ultimately, a wholly owned subsidiary
Funding arrangementsInternal funds
Date of board resolution8 July 2026
Contract Date8 July 2026 (tender agreement)
Execution Date / Effective DateA squeeze-out procedure is scheduled to be conducted after this public tender offer is completed. The specific execution date and effective date are Not disclosed.
Valuation methodologyMarket price method, comparable company analysis and DCF method (岡三証券株式会社); market price method and DCF method (株式会社プルータス・コンサルティング).
Independent valuation institution岡三証券株式会社 and 株式会社プルータス・コンサルティング
Special CommitteeEstablished. 4 members: Kanehira Shin (兼平愼), outside director and independent officer; Tanaka Kimiko (田中公子), outside director and independent officer; Inoue Shinichiro (井上真一郎), attorney, outside audit & supervisory board member and independent officer; and Iwabuchi Mitsunao (岩渕光尚), certified public accountant, outside audit & supervisory board member and independent officer.
Conditions Precedent to ExecutionThe total number of shares and other securities tendered must be at least the minimum number of shares planned to be purchased, 1,291,700 shares. After the offer is completed, a demand for the sale of shares and other securities or a consolidation of shares is scheduled to be conducted to make the company a wholly owned subsidiary. A special resolution of the shareholders meeting is required for the share consolidation.
Management structure after acquisitionThe management structure and composition of the board of directors after this public tender offer, including whether directors or other officers will be dispatched, have not been determined at this time and will be discussed after the offer is completed. The policy is, in principle, to maintain employees' employment and employment terms and conditions as they were before the transaction. The company name change is Not disclosed.
Items this document does not state (13)
Location of the Subject CompanyCapital Stock 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 Performance

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 company explains that it can enhance corporate value by sharing data and operational expertise with エリアリンク株式会社, diversifying procurement channels, reducing costs by leveraging economies of scale, improving operational efficiency, increasing occupancy rates and revenue, and reducing the costs of maintaining its listing. The company also considered the potential impact of delisting on fundraising and name recognition, but determined that these effects would be limited through the use of the creditworthiness and brand strength of the エリアリンクグループ.

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Notice of the Company's Opinion in Support of the Tender Offer for Its Shares, etc. by Arealink Co.,Ltd. and Recommendation to Tender | STORAGE-OH Co.,Ltd. (2997) timely disclosure | Komori