Worth reading
74In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
12419
¥ millionWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterparty (target company)SUNNY SIDE UP GROUP Inc.
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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Group company management business
Location Shibuya, TokyoShare capital ¥550 million (as of 31 December 2025)Date of incorporation 1 July 1985
Net Sales¥19,587 million (fiscal year ended June 2025)
Operating profit¥1,597 million (fiscal year ended June 2025)
Net income for the current fiscal year¥948 million (fiscal year ended June 2025)
Net assets¥4,701 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition price¥12,419 million
Expenses other than the acquisition priceExcludes advisory fees and other expenses (separately stated amount not disclosed)
Type of ConsiderationCash
Tender offer price¥1,320 per common share; ¥65,900 per share acquisition right
Minimum number of shares to be purchased5,551,400 shares
Tender offer periodFrom 14 May 2026 to 24 June 2026 (30 business days)
Impact on Business Performance
The impact of the change in the subsidiary resulting from this tender offer on the consolidated results of the tender offeror is currently under review.
Procedures and assumptions
Management structure after acquisitionA series of procedures is planned to make the target company a wholly owned subsidiary. If these procedures are carried out, the target company's shares will be delisted. The company name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | SUNNY SIDE UP GROUP Inc. |
| Name of the Subject Company | SUNNY SIDE UP GROUP Inc. |
| Business Description of the Subject Company | Group company management business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥550 million (as of 31 December 2025) |
| Date of Establishment of the Subject Company | 1 July 1985 |
| Net Sales of the Subject Company | ¥19,587 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | ¥1,597 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | ¥948 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | ¥4,701 million (fiscal year ended June 2025) |
| Acquisition price | ¥12,419 million |
| Expenses other than the acquisition price | Excludes advisory fees and other expenses (separately stated amount not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,320 per common share; ¥65,900 per share acquisition right |
| Minimum number of shares to be purchased | 5,551,400 shares |
| Tender offer period | From 14 May 2026 to 24 June 2026 (30 business days) |
| Number of shares acquired | 9,355,136 common shares and 1,061 Eighth Series Share Acquisition Rights; 94,612 voting rights |
| Voting rights ownership percentage | Before ―％ → after 63.42％ |
| Impact on Business Performance | The impact of the change in the subsidiary resulting from this tender offer on the consolidated results of the tender offeror is currently under review. |
| Date of board resolution | 13 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled; the commencement date of settlement of the tender offer) |
| Management structure after acquisition | A series of procedures is planned to make the target company a wholly owned subsidiary. If these procedures are carried out, the target company's shares will be delisted. The company name, representative and treatment of employees are Not disclosed |
Items this document does not state (9)
Merger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 was conducted as part of a transaction to achieve business integration with the target company. Following the tender offer, a series of procedures is planned to make the target company a wholly owned subsidiary.
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