Worth reading
75Important
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
8805475
Shares (planned purchase quantity)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyテラ株式会社
Disclosing companySATUDORA HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash (¥1,220 per common share)
Tender offer price¥1,220 per common share
Minimum number of shares to be purchased4,165,800 shares
Tender offer periodFrom 22 June 2026 to 3 August 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionApproval at an extraordinary general meeting of the target company's shareholders for the share consolidation following the successful completion of this tender offer (the extraordinary general meeting is scheduled to be held in early November 2026)
Management structure after acquisitionTomiyama Hiroki (富山浩樹) is expected to continue managing the target company after the transaction. Changes to the corporate name and employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | テラ株式会社 |
| Name of the Subject Company | SATUDORA HOLDINGS CO.,LTD. |
| Type of Consideration | Cash (¥1,220 per common share) |
| Tender offer price | ¥1,220 per common share |
| Minimum number of shares to be purchased | 4,165,800 shares |
| Tender offer period | From 22 June 2026 to 3 August 2026 (30 business days) |
| Number of shares acquired | 8,805,475 shares (planned number to be purchased); number of voting rights: Not disclosed |
| Date of board resolution | 19 June 2026 |
| Execution Date / Effective Date | 10 August 2026 (settlement start date) |
| Conditions Precedent to Execution | Approval at an extraordinary general meeting of the target company's shareholders for the share consolidation following the successful completion of this tender offer (the extraordinary general meeting is scheduled to be held in early November 2026) |
| Management structure after acquisition | Tomiyama Hiroki (富山浩樹) is expected to continue managing the target company after the transaction. Changes to the corporate name and employee treatment: 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation 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.テラ株式会社 was established primarily to acquire and hold shares of SATUDORA HOLDINGS CO.,LTD. It will conduct this tender offer to acquire all shares of the target company, excluding the shares held by トミーコーポレーション株式会社 and treasury shares, and take the target company private. This transaction constitutes an MBO, and Tomiyama Hiroki (富山浩樹) is expected to continue managing the target company after the transaction.
How to read this page
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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.