Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
21244676
SharesWording
Definitive
How definitive the wording is.This transaction
This tender offerCounterpartyＵｒｓａ ４株式会社, Oka Yasuko (岡靖子), ＯＭインベストメント株式会社, HIKARI TSUSHIN,INC., 光通信ＫＫ投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ２投資事業有限責任組合, 株式会社ＵＨ Ｐａｒｔｎｅｒｓ ３, ＵＨ Ｐａｒｔｎｅｒｓ ３投資事業有限責任組合
Disclosing companyJ.S.B.Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash (¥9,000 per common share and ¥1,735,000 per stock acquisition right)
Tender offer price¥9,000 per common share; ¥1,735,000 per stock acquisition right
Minimum number of shares to be purchased14,109,500 shares
Tender offer period15 June 2026 to 27 July 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionIf the total number of shares and other securities tendered is less than the minimum planned purchase number of 14,109,500 shares, none of the tendered shares and other securities will be purchased. In addition, the tender offer in the United States will be conducted only if it can be carried out in compliance with applicable U.S. laws and regulations.
Management structure after acquisitionThe tender offeror will become the target company's sole shareholder, with the aim of making the target company a wholly owned subsidiary. The company name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Ｕｒｓａ ４株式会社, Oka Yasuko (岡靖子), ＯＭインベストメント株式会社, HIKARI TSUSHIN,INC., 光通信ＫＫ投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ２投資事業有限責任組合, 株式会社ＵＨ Ｐａｒｔｎｅｒｓ ３, ＵＨ Ｐａｒｔｎｅｒｓ ３投資事業有限責任組合 |
| Name of the Subject Company | J.S.B.Co.,Ltd. |
| Type of Consideration | Cash (¥9,000 per common share and ¥1,735,000 per stock acquisition right) |
| Tender offer price | ¥9,000 per common share; ¥1,735,000 per stock acquisition right |
| Minimum number of shares to be purchased | 14,109,500 shares |
| Tender offer period | 15 June 2026 to 27 July 2026 (30 business days) |
| Number of shares acquired | Planned maximum number of shares to be purchased: 21,244,676 shares. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before The tender offeror and its related parties do not own any shares of the target company (no voting rights ownership percentage is stated) → after The tender offeror will be the target company's sole shareholder (no voting rights ownership percentage is stated) |
| Date of board resolution | 12 June 2026 |
| Contract Date | 12 June 2026 (the tender agreement with the Oka family and the tender agreement with the HIKARI TSUSHIN group) |
| Execution Date / Effective Date | 3 August 2026 (Monday) (commencement date of settlement) |
| Conditions Precedent to Execution | If the total number of shares and other securities tendered is less than the minimum planned purchase number of 14,109,500 shares, none of the tendered shares and other securities will be purchased. In addition, the tender offer in the United States will be conducted only if it can be carried out in compliance with applicable U.S. laws and regulations. |
| Management structure after acquisition | The tender offeror will become the target company's sole shareholder, with the aim of making the target company a wholly owned subsidiary. The company name, representative and treatment of employees are Not disclosed |
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 ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial Committee
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 offer will be conducted as part of a series of transactions intended to make the tender offeror the sole shareholder of the target company and make the target company a wholly owned subsidiary.
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