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M&A and Subsidiary Changes4171Global Information,Inc.Information and Communications, Services and Others

Announcement of the Commencement of a Tender Offer by 株式会社ユーザベース for Shares, etc. of Global Information,Inc. (Securities Code: 4171)

株式会社ユーザベース has decided to launch a tender offer for all common shares and stock acquisition rights of Global Information,Inc. Following completion of the tender offer, it plans to make the company a wholly owned subsidiary and delist it through a share consolidation and other procedures.

Worth reading
56In focus
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
66.83
% (ownership ratio of shares, etc. based on the minimum number of shares planned for purchase)
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
CounterpartyOno Yuko (小野優子), Ono Satoru (小野悟), Tano Satomi (田野聡美), 株式会社いちとせ, Higuchi Megumi (樋口めぐ美), 株式会社エルワイアール, Higuchi Sosuke (樋口荘祐)
Disclosing companyGlobal Information,Inc.
Global Information,Inc.Voting rights ownership percentageNumber of shares acquired The tender offeror ultimately plans to acquire all shares of the target company, excluding treasury shares held by the target company, and all of these stock acquisition rights. The minimum number of shares planned for purchase is 1,983,600, and the number of voting rights used to calculate the minimum is 19,836.

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.
Consideration and expenses
Type of ConsiderationCash
Tender offer priceCommon shares: ¥1,680 per share; stock acquisition rights: ¥144,200 per right
Minimum number of shares to be purchased1,983,600 shares
Tender offer period21 May 2026 (Thursday) to 1 July 2026 (Wednesday) (30 business days)
Funding arrangementsBorrowing from MUFG Bank, Ltd. (the bank financing)
Procedures and assumptions
Conditions Precedent to ExecutionSubject to completion of this Tender Offer and other conditions, the tender offeror plans to obtain the Bank Financing by the business day preceding the settlement commencement date. If it cannot acquire all shares, etc. following completion of the tender offer, it plans to carry out the squeeze-out procedures, including a share consolidation.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameOno Yuko (小野優子), Ono Satoru (小野悟), Tano Satomi (田野聡美), 株式会社いちとせ, Higuchi Megumi (樋口めぐ美), 株式会社エルワイアール, Higuchi Sosuke (樋口荘祐)
Name of the Subject CompanyGlobal Information,Inc.
Type of ConsiderationCash
Tender offer priceCommon shares: ¥1,680 per share; stock acquisition rights: ¥144,200 per right
Minimum number of shares to be purchased1,983,600 shares
Tender offer period21 May 2026 (Thursday) to 1 July 2026 (Wednesday) (30 business days)
Number of shares acquiredThe tender offeror ultimately plans to acquire all shares of the target company, excluding treasury shares held by the target company, and all of these stock acquisition rights. The minimum number of shares planned for purchase is 1,983,600, and the number of voting rights used to calculate the minimum is 19,836.
Voting rights ownership percentageBefore None held (no percentage stated) → after 66.83% (based on the minimum number of shares planned for purchase); ultimate target: 100% (making the company a wholly owned subsidiary)
Funding arrangementsBorrowing from MUFG Bank, Ltd. (the bank financing)
Date of board resolution20 May 2026
Contract Date20 May 2026
Execution Date / Effective DateSettlement commencement date: 8 July 2026 (Wednesday). The effective date of making the company a wholly owned subsidiary through a share consolidation and other procedures is Not disclosed.
Conditions Precedent to ExecutionSubject to completion of this Tender Offer and other conditions, the tender offeror plans to obtain the Bank Financing by the business day preceding the settlement commencement date. If it cannot acquire all shares, etc. following completion of the tender offer, it plans to carry out the squeeze-out procedures, including a share consolidation.
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 ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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.

To make the target company a wholly owned subsidiary of the tender offeror.

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Announcement of the Commencement of a Tender Offer by 株式会社ユーザベース for Shares, etc. of Global Information,Inc. (Securities Code: 4171) | Global Information,Inc. (4171) timely disclosure | Komori