Komori
M&A and Subsidiary Changes4320CE Holdings Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Commencement of a Tender Offer for Shares of CE Holdings Co.,Ltd. (Securities Code: 4320) by SK-03株式会社

SK-03株式会社 has decided to launch a tender offer for the common shares of CE Holdings Co.,Ltd. at ¥1,650 per share. Following the tender offer, the plan is to take CE Holdings Co.,Ltd. private through measures including a share consolidation.

Worth reading
77Important
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
10486037
Shares (planned purchase quantity)
Wording
Conditional
How definitive the wording is.

This transaction

This Tender Offer (the Transaction)
CounterpartySK-03株式会社
Disclosing companyCE Holdings Co.,Ltd.
CE Holdings Co.,Ltd.Subject of this transactionNumber of shares acquired 10,486,037 shares (number of shares scheduled to be purchased); number of voting rights: Not disclosed
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,650 per common share
Minimum number of shares to be purchased4,968,300 shares
Tender offer periodFrom 6 August 2026 (Thursday) to 17 September 2026 (Thursday) (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of this tender offer, approval of the resolution concerning the share consolidation at the extraordinary shareholders meeting, and completion of procedures relating to the third-party allotment capital increase, capital reduction and other matters.
Management structure after acquisitionThe disclosure states that, following the investment, in addition to funding from the NIC fund, management support based on experience and expertise in growing Japanese companies will be provided, together with the dispatch of management personnel through the network of 日本企業成長投資.
This transaction
ItemDetails
Transaction nameThis Tender Offer (the Transaction)
Counterparty nameSK-03株式会社
Name of the Subject CompanyCE Holdings Co.,Ltd.
Type of ConsiderationCash
Tender offer price¥1,650 per common share
Minimum number of shares to be purchased4,968,300 shares
Tender offer periodFrom 6 August 2026 (Thursday) to 17 September 2026 (Thursday) (30 business days)
Number of shares acquired10,486,037 shares (number of shares scheduled to be purchased); number of voting rights: Not disclosed
Date of board resolution5 August 2026
Contract Date5 August 2026
Execution Date / Effective DateSettlement will commence on 29 September 2026 (Tuesday). The extraordinary shareholders meeting is expected to be held in mid-November 2026, and the purchase of treasury shares is scheduled to be carried out from mid-January 2027 onward.
Conditions Precedent to ExecutionCompletion of this tender offer, approval of the resolution concerning the share consolidation at the extraordinary shareholders meeting, and completion of procedures relating to the third-party allotment capital increase, capital reduction and other matters.
Management structure after acquisitionThe disclosure states that, following the investment, in addition to funding from the NIC fund, management support based on experience and expertise in growing Japanese companies will be provided, together with the dispatch of management personnel through the network of 日本企業成長投資.
Items this document does not state (19)
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 ratioVoting 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.

To carry out a series of transactions, including this tender offer, for the purpose of taking the target company private.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Commencement of a Tender Offer for Shares of CE Holdings Co.,Ltd. (Securities Code: 4320) by SK-03株式会社 | CE Holdings Co.,Ltd. (4320) timely disclosure | Komori