Worth reading
81Important
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
2000
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKATITAS CO.,LTD
Disclosing companyToubujyuhan Co.,Ltd.
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 resolution13 October 2026
Contract Date13 October 2026 (separate tender offer agreements with Ogino Toshihiro (荻野利浩氏), OTC Co., Ltd. (株式会社ＯＴＣ), and Ogino Shitomi (荻野しとみ氏))
Target company
Real estate sales, real estate leasing, real estate-related businesses, and other businesses
Location Shimonoseki, Yamaguchi PrefectureDate of incorporation September 1984
Net SalesApproximately ¥7.7 billion (fiscal year ending May 2026)
Consideration and expenses
Acquisition price¥2,000 per common share
Type of ConsiderationCash
Tender offer price¥2,000 per common share. The tender offer price for the stock acquisition rights is Not disclosed
Minimum number of shares to be purchased1,776,600 shares
Tender offer periodFrom Wednesday, 14 October 2026 to Thursday, 3 December 2026 (35 business days)
Funding arrangementsInternal funds and borrowings from Mizuho Bank, Ltd.
Impact on Business Performance
The synergies from the transaction are difficult to estimate specifically at this time and have not been factored into the current business plan
Procedures and assumptions
Valuation methodologyMarket price method, average market price method, DCF method, and comparable companies method
Independent valuation institution株式会社ＡＧＳ ＦＡＳ, Daiwa Institute of Research Ltd.
Special CommitteeEstablished. 3 members: Shiramizu Kazunobu (白水一信), independent outside director and certified public accountant; Okamura Seiji (岡村聖爾), outside director; and Takarada Megumi (宝田めぐみ), outside director
Conditions Precedent to ExecutionSubject to the completion of the tender offer and other conditions, the company plans to obtain a bank loan from Mizuho Bank, Ltd. by the business day preceding the commencement date of settlement. Following completion of the tender offer, squeeze-out procedures are planned to make Toubujyuhan Co.,Ltd. a wholly owned subsidiary
Management structure after acquisitionToubujyuhan Co.,Ltd. is expected to remain as an operating company with a separate legal identity, and its corporate name and brand are expected to continue to be used. No large-scale consolidation or closure of stores or workforce reductions are contemplated. KATITAS CO.,LTD. plans to dispatch officers, but the specific number and positions have not been determined
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | KATITAS CO.,LTD |
| Name of the Subject Company | Toubujyuhan Co.,Ltd. |
| Business Description of the Subject Company | Real estate sales, real estate leasing, real estate-related businesses, and other businesses |
| Location of the Subject Company | Shimonoseki, Yamaguchi Prefecture |
| Date of Establishment of the Subject Company | September 1984 |
| Net Sales of the Subject Company | Approximately ¥7.7 billion (fiscal year ending May 2026) |
| Acquisition price | ¥2,000 per common share |
| Type of Consideration | Cash |
| Tender offer price | ¥2,000 per common share. The tender offer price for the stock acquisition rights is Not disclosed |
| Minimum number of shares to be purchased | 1,776,600 shares |
| Tender offer period | From Wednesday, 14 October 2026 to Thursday, 3 December 2026 (35 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 1,776,600 shares (17,766 voting rights); no maximum. The actual number of shares acquired is Not disclosed |
| Voting rights ownership percentage | Before 0% → after 65.64% (calculated based on the minimum number of shares to be purchased; elsewhere in the document, 65.56%) |
| Funding arrangements | Internal funds and borrowings from Mizuho Bank, Ltd. |
| Impact on Business Performance | The synergies from the transaction are difficult to estimate specifically at this time and have not been factored into the current business plan |
| Date of board resolution | 13 October 2026 |
| Contract Date | 13 October 2026 (separate tender offer agreements with Ogino Toshihiro (荻野利浩氏), OTC Co., Ltd. (株式会社ＯＴＣ), and Ogino Shitomi (荻野しとみ氏)) |
| Valuation methodology | Market price method, average market price method, DCF method, and comparable companies method |
| Independent valuation institution | 株式会社ＡＧＳ ＦＡＳ, Daiwa Institute of Research Ltd. |
| Special Committee | Established. 3 members: Shiramizu Kazunobu (白水一信), independent outside director and certified public accountant; Okamura Seiji (岡村聖爾), outside director; and Takarada Megumi (宝田めぐみ), outside director |
| Conditions Precedent to Execution | Subject to the completion of the tender offer and other conditions, the company plans to obtain a bank loan from Mizuho Bank, Ltd. by the business day preceding the commencement date of settlement. Following completion of the tender offer, squeeze-out procedures are planned to make Toubujyuhan Co.,Ltd. a wholly owned subsidiary |
| Management structure after acquisition | Toubujyuhan Co.,Ltd. is expected to remain as an operating company with a separate legal identity, and its corporate name and brand are expected to continue to be used. No large-scale consolidation or closure of stores or workforce reductions are contemplated. KATITAS CO.,LTD. plans to dispatch officers, but the specific number and positions have not been determined |
Items this document does not state (9)
Capital Stock 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 ratioGoodwill amountAmount of extraordinary income (loss)Execution Date / Effective Date
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 transaction is intended to expand procurement opportunities, improve the efficiency of renovation and construction management, expand sales opportunities, and strengthen the management base by leveraging the two companies' respective human resources and expertise, procurement networks, and customer bases. Toubujyuhan Co.,Ltd. also explained that it expects benefits including improved recruitment and training, procurement and construction management, inventory management, and business quality, as well as lower costs associated with maintaining its listing. At the same time, it recognizes disadvantages, including the potential impact of going private on financing and creditworthiness.
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