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How definitive the wording is.This transaction
This transaction (the tender offer and share exchange)CounterpartySUNNY SIDE UP GROUP Inc., Tsugihara Etsuko (次原悦子), 株式会社ネクストフィールド, Watanabe Norito (渡邊徳人), Nakata Hidetoshi (中田英寿), Matsumoto Rie (松本里絵), NGK合同会社, Hayakawa Kurara (早川くらら)
Disclosing companyAkatsuki Inc.
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 operates in 3 segments: brand communications, food branding, and business development. Brand communications is the core business of the target company's group, providing strategy development, initiative planning, and support to broadly communicate the activities and the value of products and services of client companies and organizations and build strong relationships with various stakeholders. The food branding business handles branding for "bills," its licensing business, and the management and operation of overseas locations. The business development segment builds new sources of revenue by expanding the target company's group business domains through the development and creation of new businesses.
Date of incorporation Established in July 1985
Consideration and expenses
Acquisition price¥1,320 per share of the target company and ¥65,900 per stock acquisition right (aggregate amount not disclosed)
Type of ConsiderationMixed consideration (cash for the tender offer and shares of the tender offeror for the share exchange)
Merger ratio/share exchange ratioThe share exchange ratio has not been determined. The parties have agreed on the calculation method and plan to determine the ratio by the end of December 2026.
Tender offer price¥1,320 per share of the target company and ¥65,900 per stock acquisition right.
Minimum number of shares to be purchased5,551,400 shares (55,514 voting rights). No maximum has been set.
Funding arrangementsInternal funds and borrowings from Mizuho Bank, Ltd. The bank financing is capped at ¥15,442 million.
Impact on Business Performance
The synergies expected from this transaction will depend on the timing and feasibility of implementing the various measures after the integration, making them difficult to estimate specifically and reasonably at this time.
Procedures and assumptions
Valuation methodologyMarket price average method, comparable company analysis, and discounted cash flow method (DCF method). The target company used the market price method, comparable company analysis, and DCF method.
Independent valuation institutionHoulihan Lokey Co., Ltd.; EY Strategy and Consulting Co., Ltd.
Special CommitteeEstablished. The committee comprises 3 members: Nagai Toru (長井亨), Fujii Mari (藤井麻莉), and Hattori Keiko (服部景子). All are outside directors and independent officers of the target company.
Conditions Precedent to ExecutionCompletion of the tender offer and the squeeze-out procedures. Approval for the transfer of the stock acquisition rights is conditional on completion of the tender offer. The bank financing is conditional on completion of the tender offer and other conditions.
Management structure after acquisitionThe tender offeror plans to change its corporate name to "株式会社サニーズホールディングス (provisional name)." A co-representative structure is contemplated, with Tsugihara Etsuko (次原悦子) and Koda Tetsuro (香田哲朗) serving as representative directors. The current management team is expected to continue playing a leading role in operating the business, and the employment and working conditions of employees of the target company's group are generally expected to be maintained for a certain period. Personnel exchanges between the parties are also contemplated.
| Item | Details |
|---|---|
| Transaction name | This transaction (the tender offer and share exchange) |
| Counterparty name | SUNNY SIDE UP GROUP Inc., Tsugihara Etsuko (次原悦子), 株式会社ネクストフィールド, Watanabe Norito (渡邊徳人), Nakata Hidetoshi (中田英寿), Matsumoto Rie (松本里絵), NGK合同会社, Hayakawa Kurara (早川くらら) |
| Name of the Subject Company | SUNNY SIDE UP GROUP Inc. |
| Business Description of the Subject Company | The company operates in 3 segments: brand communications, food branding, and business development. Brand communications is the core business of the target company's group, providing strategy development, initiative planning, and support to broadly communicate the activities and the value of products and services of client companies and organizations and build strong relationships with various stakeholders. The food branding business handles branding for "bills," its licensing business, and the management and operation of overseas locations. The business development segment builds new sources of revenue by expanding the target company's group business domains through the development and creation of new businesses. |
| Date of Establishment of the Subject Company | Established in July 1985 |
| Acquisition price | ¥1,320 per share of the target company and ¥65,900 per stock acquisition right (aggregate amount not disclosed) |
| Type of Consideration | Mixed consideration (cash for the tender offer and shares of the tender offeror for the share exchange) |
| Merger ratio/share exchange ratio | The share exchange ratio has not been determined. The parties have agreed on the calculation method and plan to determine the ratio by the end of December 2026. |
| Tender offer price | ¥1,320 per share of the target company and ¥65,900 per stock acquisition right. |
| Minimum number of shares to be purchased | 5,551,400 shares (55,514 voting rights). No maximum has been set. |
| Number of shares acquired | The minimum number of shares to be purchased is 5,551,400 shares (55,514 voting rights), with no maximum. The policy is to acquire all shares of the target company and all stock acquisition rights. |
| Voting rights ownership percentage | Before 0% → after 100% (planned) |
| Funding arrangements | Internal funds and borrowings from Mizuho Bank, Ltd. The bank financing is capped at ¥15,442 million. |
| Impact on Business Performance | The synergies expected from this transaction will depend on the timing and feasibility of implementing the various measures after the integration, making them difficult to estimate specifically and reasonably at this time. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 (the tender agreement, tender/non-tender agreement, tender offer agreement, and basic agreement) |
| Execution Date / Effective Date | The share exchange is scheduled to be carried out by the end of December 2026, following completion of the squeeze-out procedures. |
| Valuation methodology | Market price average method, comparable company analysis, and discounted cash flow method (DCF method). The target company used the market price method, comparable company analysis, and DCF method. |
| Independent valuation institution | Houlihan Lokey Co., Ltd.; EY Strategy and Consulting Co., Ltd. |
| Special Committee | Established. The committee comprises 3 members: Nagai Toru (長井亨), Fujii Mari (藤井麻莉), and Hattori Keiko (服部景子). All are outside directors and independent officers of the target company. |
| Conditions Precedent to Execution | Completion of the tender offer and the squeeze-out procedures. Approval for the transfer of the stock acquisition rights is conditional on completion of the tender offer. The bank financing is conditional on completion of the tender offer and other conditions. |
| Management structure after acquisition | The tender offeror plans to change its corporate name to "株式会社サニーズホールディングス (provisional name)." A co-representative structure is contemplated, with Tsugihara Etsuko (次原悦子) and Koda Tetsuro (香田哲朗) serving as representative directors. The current management team is expected to continue playing a leading role in operating the business, and the employment and working conditions of employees of the target company's group are generally expected to be maintained for a certain period. Personnel exchanges between the parties are also contemplated. |
Items this document does not state (10)
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 CompanyExpenses other than the acquisition priceTender offer periodGoodwill amountAmount of extraordinary income (loss)
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 companies aim to strengthen their IP business, product planning, overseas expansion, DX and AI capabilities, and human resources and organizational infrastructure by integrating アカツキ's digital content planning and operating capabilities, expertise in global expansion, and AI and IT personnel with SUNNY SIDE UP GROUP Inc.'s PR and branding capabilities, production capabilities in the real-world domain, and customer base. The company explained that because information sharing and agile investment are constrained when both parties are listed companies, making SUNNY SIDE UP GROUP Inc. a wholly owned subsidiary and pursuing a management integration is desirable.
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