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Conditional
How definitive the wording is.This transaction
This tender offerCounterparty (target company)SUNNY SIDE UP GROUP Inc.
Disclosing companyAkatsuki Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The PR and communications field, comprising numerous businesses that connect companies and brands with sports, entertainment, regional revitalization and solutions to social issues
Consideration and expenses
Tender offer periodStart date: Not disclosed; end date: 24 June 2026
Procedures and assumptions
Conditions Precedent to ExecutionThe corporate name change and amendments to the Articles of Incorporation are conditional on approval of the amendments at the extraordinary general meeting of shareholders scheduled for 30 October 2026. Changes to the representative directors and directors are conditional on the election of each director nominee at the same meeting and approval by the Board of Directors after the conclusion of the meeting.
Management structure after acquisitionThe corporate name is scheduled to change to SUNNYs Holdings Inc. (English name: SUNNYS Holdings Inc.). The company is scheduled to transition to a joint representative system, with Tsugihara Etsuko (次原悦子) serving as Representative Director and Chairperson and Koda Tetsuro (香田哲朗) as Representative Director and President. Kobayashi Shinya (小林伸也) is scheduled to become Director in charge of Group Integration (CGIO), responsible for integrating the group management infrastructure after the business integration and creating business synergies between the two companies. The policy is to respect the autonomy and cultures of the group companies, with the current management teams of each company continuing to play leading roles. Employee treatment: 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 | The PR and communications field, comprising numerous businesses that connect companies and brands with sports, entertainment, regional revitalization and solutions to social issues |
| Tender offer period | Start date: Not disclosed; end date: 24 June 2026 |
| Date of board resolution | 11 September 2026 |
| Contract Date | 13 May 2026 (basic agreement) |
| Execution Date / Effective Date | 2 March 2027 (effective date of the corporate name change and amendments to the Articles of Incorporation; scheduled). Changes to the representative directors and directors are scheduled to take effect following the extraordinary general meeting of shareholders scheduled for 30 October 2026 and the resolution of the Board of Directors to be held after the meeting. |
| Conditions Precedent to Execution | The corporate name change and amendments to the Articles of Incorporation are conditional on approval of the amendments at the extraordinary general meeting of shareholders scheduled for 30 October 2026. Changes to the representative directors and directors are conditional on the election of each director nominee at the same meeting and approval by the Board of Directors after the conclusion of the meeting. |
| Management structure after acquisition | The corporate name is scheduled to change to SUNNYs Holdings Inc. (English name: SUNNYS Holdings Inc.). The company is scheduled to transition to a joint representative system, with Tsugihara Etsuko (次原悦子) serving as Representative Director and Chairperson and Koda Tetsuro (香田哲朗) as Representative Director and President. Kobayashi Shinya (小林伸也) is scheduled to become Director in charge of Group Integration (CGIO), responsible for integrating the group management infrastructure after the business integration and creating business synergies between the two companies. The policy is to respect the autonomy and cultures of the group companies, with the current management teams of each company continuing to play leading roles. Employee treatment: Not disclosed |
Items this document does not state (22)
Location 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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedNumber of shares acquiredVoting rights ownership percentageFunding 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.Following the business integration with Sunny Side Up Group, the company plans to change its corporate name, which will serve as the foundation for the integrated management, and establish a new management structure to manage the resources of both companies on an integrated basis, in order to maximize synergies across the group and enhance strategy execution.
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