Worth reading
64In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
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
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty株式会社ユーザベース
Disclosing companyGlobal Information,Inc.
Date of board resolution20 May 2026
Contract Date20 May 2026 (tender agreement with the shareholders who agreed to tender)
Target company
The company principally provides information on market and technology trends, including the sale of market research reports, the sale of annual subscription-based information services, commissioned research, and the agency sale of participation rights for international conferences and exhibitions. In addition to having offices in the United States, South Korea, Taiwan, and Europe, the company also operates an IoT-related business through its consolidated subsidiary that manufactures and sells communications equipment used in IoT networks.
Date of incorporation January 1995
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,680 per common share. ¥144,200 per stock acquisition right.
Minimum number of shares to be purchased1,983,600 shares. There is no upper limit on the planned purchase volume. The document states that the ownership ratio of shares and other securities at the lower limit of the planned purchase volume is 66.83%, while 66.67% is also stated in the body of the document.
Tender offer period21 May 2026 to 1 July 2026 (30 business days)
Funding arrangementsBank financing through borrowings from MUFG Bank, Ltd. The financing is scheduled to be provided by the business day before the commencement date of settlement, subject to the completion of the tender offer and other conditions.
Impact on Business Performance
The specific impact of the transaction on financial performance is Not disclosed. The document states that the transaction is expected to enhance enterprise value and generate benefits including cross-selling, service enhancement, and the creation of new services.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and discounted cash flow method
Independent valuation institution株式会社KPMG FAS and 株式会社たすきコンサルティング
Special CommitteeEstablished. The committee comprises 4 independent outside directors who also serve as audit and supervisory committee members: Hisatomi Arimichi (久富有道), Funayama Masashi (船山雅史), Okada Naoto (岡田尚人), and Motoda Tatsuya (元田達弥). Funayama Masashi (船山雅史) is a certified public accountant and licensed tax accountant, Okada Naoto (岡田尚人) is an attorney, and Motoda Tatsuya (元田達弥) is a licensed tax accountant.
Conditions Precedent to ExecutionCompletion of the tender offer, execution of the bank financing, a demand for the sale of shares and other securities when 90% or more of the voting rights are acquired, and approval at an extraordinary shareholders' meeting concerning the share consolidation if less than 90% is acquired, among other conditions.
Management structure after acquisitionThe post-transaction management structure, including the composition of the officers, is expected to be determined following discussions with the company, and no decisions have been made at this time. The employment and terms and conditions of existing employees are generally expected to remain unchanged.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社ユーザベース |
| Name of the Subject Company | Global Information,Inc. |
| Business Description of the Subject Company | The company principally provides information on market and technology trends, including the sale of market research reports, the sale of annual subscription-based information services, commissioned research, and the agency sale of participation rights for international conferences and exhibitions. In addition to having offices in the United States, South Korea, Taiwan, and Europe, the company also operates an IoT-related business through its consolidated subsidiary that manufactures and sells communications equipment used in IoT networks. |
| Date of Establishment of the Subject Company | January 1995 |
| Type of Consideration | Cash |
| Tender offer price | ¥1,680 per common share. ¥144,200 per stock acquisition right. |
| Minimum number of shares to be purchased | 1,983,600 shares. There is no upper limit on the planned purchase volume. The document states that the ownership ratio of shares and other securities at the lower limit of the planned purchase volume is 66.83%, while 66.67% is also stated in the body of the document. |
| Tender offer period | 21 May 2026 to 1 July 2026 (30 business days) |
| Number of shares acquired | The lower limit of the planned purchase volume is 1,983,600 shares, corresponding to 19,836 voting rights. The final number of shares acquired is Not disclosed. |
| Voting rights ownership percentage | Before 0% (the tender offeror does not own any of our shares or stock acquisition rights) (after not disclosed) |
| Funding arrangements | Bank financing through borrowings from MUFG Bank, Ltd. The financing is scheduled to be provided by the business day before the commencement date of settlement, subject to the completion of the tender offer and other conditions. |
| Impact on Business Performance | The specific impact of the transaction on financial performance is Not disclosed. The document states that the transaction is expected to enhance enterprise value and generate benefits including cross-selling, service enhancement, and the creation of new services. |
| Date of board resolution | 20 May 2026 |
| Contract Date | 20 May 2026 (tender agreement with the shareholders who agreed to tender) |
| Valuation methodology | Market price method, comparable company analysis and discounted cash flow method |
| Independent valuation institution | 株式会社KPMG FAS and 株式会社たすきコンサルティング |
| Special Committee | Established. The committee comprises 4 independent outside directors who also serve as audit and supervisory committee members: Hisatomi Arimichi (久富有道), Funayama Masashi (船山雅史), Okada Naoto (岡田尚人), and Motoda Tatsuya (元田達弥). Funayama Masashi (船山雅史) is a certified public accountant and licensed tax accountant, Okada Naoto (岡田尚人) is an attorney, and Motoda Tatsuya (元田達弥) is a licensed tax accountant. |
| Conditions Precedent to Execution | Completion of the tender offer, execution of the bank financing, a demand for the sale of shares and other securities when 90% or more of the voting rights are acquired, and approval at an extraordinary shareholders' meeting concerning the share consolidation if less than 90% is acquired, among other conditions. |
| Management structure after acquisition | The post-transaction management structure, including the composition of the officers, is expected to be determined following discussions with the company, and no decisions have been made at this time. The employment and terms and conditions of existing employees are generally expected to remain unchanged. |
Items this document does not state (12)
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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Execution Date / Effective Date
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 respond to competition in the market research report business and changes in the business environment driven by generative AI, the parties aim to combine 株式会社ユーザベース's sales platform, economic information platform, expert network, and AI and product development capabilities with our market research report business to realize synergies including cross-selling, the development of new services, and more sophisticated analysis.
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