Worth reading
76Important
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
4858
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterparty株式会社西武不動産
Disclosing companye'grand Co.,Ltd
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The Company is primarily engaged in the business of refurbishing used homes. Its business consists of a single segment, the used-home refurbishment business. This comprises the used-home refurbishment business for residential properties, the used-home refurbishment business for income-producing properties, and other real estate businesses, including real estate leasing and resort operations.
Date of incorporation June 1989
Consideration and expenses
Type of ConsiderationCash
Tender offer priceCommon shares: ¥4,858 per share. 5th Stock Acquisition Rights: ¥1,942,800 per right. 6th Stock Acquisition Rights: ¥485,700 per right. 7th Stock Acquisition Rights: ¥485,700 per right.
Minimum number of shares to be purchased4,105,200 shares (ownership ratio: 66.48%). No maximum has been set.
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis)
Independent valuation institutionDeloitte Tohmatsu LLC, 株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee consists of 3 members, all independent outside directors: Tsuji Takashi (辻高史), Mochizuki Akiko (望月晶子), and Matsumoto Koichi (松本髙一). The chair is Tsuji Takashi (辻高史).
Conditions Precedent to ExecutionThe total number of shares and other equity securities tendered must be at least the minimum number of shares to be purchased, 4,105,200 shares. If the number is below the minimum, none of the tendered shares and other equity securities will be purchased. Following completion of the tender offer, if the voting rights ratio is below 90%, approval at an extraordinary general meeting of shareholders concerning the share consolidation will be required.
Management structure after acquisitionThe management structure following conversion into a wholly owned subsidiary has not been determined. The basic policy will be to respect the current management structure, with the final structure to be determined following consultation with the Company. In principle, employees are expected to remain employed. Information regarding a change in the corporate name: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社西武不動産 |
| Name of the Subject Company | e'grand Co.,Ltd |
| Business Description of the Subject Company | The Company is primarily engaged in the business of refurbishing used homes. Its business consists of a single segment, the used-home refurbishment business. This comprises the used-home refurbishment business for residential properties, the used-home refurbishment business for income-producing properties, and other real estate businesses, including real estate leasing and resort operations. |
| Date of Establishment of the Subject Company | June 1989 |
| Type of Consideration | Cash |
| Tender offer price | Common shares: ¥4,858 per share. 5th Stock Acquisition Rights: ¥1,942,800 per right. 6th Stock Acquisition Rights: ¥485,700 per right. 7th Stock Acquisition Rights: ¥485,700 per right. |
| Minimum number of shares to be purchased | 4,105,200 shares (ownership ratio: 66.48%). No maximum has been set. |
| Number of shares acquired | All of the Company's shares, including shares delivered upon exercise of these Stock Acquisition Rights and excluding treasury shares, and all of these Stock Acquisition Rights. The actual number of shares and voting rights acquired will be determined based on the results of the tender offer. Not disclosed |
| Voting rights ownership percentage | Before 0％ → after 100% (making the company a wholly owned subsidiary) |
| Date of board resolution | 31 March 2026 |
| Contract Date | 31 March 2026 |
| Execution Date / Effective Date | Tender offer commencement date: 1 April 2026. Extraordinary general meeting of shareholders concerning the share consolidation: scheduled for mid-July 2026. Effective date of the conversion into a wholly owned subsidiary: Not disclosed |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | Deloitte Tohmatsu LLC, 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee consists of 3 members, all independent outside directors: Tsuji Takashi (辻高史), Mochizuki Akiko (望月晶子), and Matsumoto Koichi (松本髙一). The chair is Tsuji Takashi (辻高史). |
| Conditions Precedent to Execution | The total number of shares and other equity securities tendered must be at least the minimum number of shares to be purchased, 4,105,200 shares. If the number is below the minimum, none of the tendered shares and other equity securities will be purchased. Following completion of the tender offer, if the voting rights ratio is below 90%, approval at an extraordinary general meeting of shareholders concerning the share consolidation will be required. |
| Management structure after acquisition | The management structure following conversion into a wholly owned subsidiary has not been determined. The basic policy will be to respect the current management structure, with the final structure to be determined following consultation with the Company. In principle, employees are expected to remain employed. Information regarding a change in the corporate name: Not disclosed. |
Items this document does not state (14)
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 ratioTender offer periodFunding arrangementsGoodwill 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.e'grand Co.,Ltd determined that it can achieve more stable financing, expand its business areas including regional markets, recruit and develop personnel, facilitate business succession, and improve profitability by leveraging the tender offeror group's creditworthiness and financing capabilities, human resources and training systems, and brand strength. It also determined that integrated management as a wholly owned subsidiary, rather than a partial alliance, is the best way to make mutual use of these management resources.
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