Worth reading
55In 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
1200000
Shares (decrease in the number of shares planned to be purchased and the minimum number of shares planned to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offer (tender offer for the Company's shares by SK-03株式会社)CounterpartySK-03株式会社, NEC Corporation, 株式会社ＥＭシステムズ, 日本事務器株式会社
Disclosing companyCE Holdings Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceThis tender offer: ¥1,650 per common share. The Company's self-tender offer: ¥1,501 per common share (total planned purchase amount: ¥3,745,445,300)
Type of ConsiderationCash
Tender offer priceThis tender offer: ¥1,650 per common share. The Company's self-tender offer: ¥1,501 per common share
Minimum number of shares to be purchased3,768,300 shares (ownership ratio: 22.60%)
Tender offer periodFrom 6 August 2026 to 17 September 2026 (30 business days)
Impact on Business Performance
The disclosure states that the transaction was considered to contribute to the maximization of the Company's corporate value, but the monetary impact on results is Not disclosed
Procedures and assumptions
Independent valuation institutionAGS FAS
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionThe price in the Company's self-tender offer must be at least ¥1,501 per share; there must be no restriction or prohibition on the commencement of or subscription for the self-tender offer by judicial or administrative authorities; the Company's self-tender offer must not have been withdrawn; the Company's board of directors must not have expressed an opposing opinion; and representations and warranties must remain accurate and obligations must be performed, among other conditions. In addition, approval by a special resolution at an extraordinary general meeting of shareholders for this share consolidation is contemplated
Management structure after acquisitionThe policy is for the shareholders after the transaction to be limited to the tender offeror and HTIO. The trade name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer (tender offer for the Company's shares by SK-03株式会社) |
| Counterparty name | SK-03株式会社, NEC Corporation, 株式会社ＥＭシステムズ, 日本事務器株式会社 |
| Name of the Subject Company | CE Holdings Co.,Ltd. |
| Acquisition price | This tender offer: ¥1,650 per common share. The Company's self-tender offer: ¥1,501 per common share (total planned purchase amount: ¥3,745,445,300) |
| Type of Consideration | Cash |
| Tender offer price | This tender offer: ¥1,650 per common share. The Company's self-tender offer: ¥1,501 per common share |
| Minimum number of shares to be purchased | 3,768,300 shares (ownership ratio: 22.60%) |
| Tender offer period | From 6 August 2026 to 17 September 2026 (30 business days) |
| Number of shares acquired | Number of shares planned to be purchased: 9,286,037 shares (ownership ratio: 55.69%). Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 62.88％ → after 55.69％ |
| Impact on Business Performance | The disclosure states that the transaction was considered to contribute to the maximization of the Company's corporate value, but the monetary impact on results is Not disclosed |
| Date of board resolution | 5 August 2026 |
| Contract Date | 31 August 2026 (non-tender agreement (NEC Corporation), tender agreement (株式会社ＥＭシステムズ), tender agreement (日本事務器株式会社)) |
| Execution Date / Effective Date | This tender offer: from 6 August 2026 to 17 September 2026. The Company's self-tender offer: from mid-November to mid-December 2026 (planned). This share consolidation: around mid-January 2027 (planned) |
| Independent valuation institution | AGS FAS |
| Special Committee | Established. Number and attributes of members: Not disclosed |
| Conditions Precedent to Execution | The price in the Company's self-tender offer must be at least ¥1,501 per share; there must be no restriction or prohibition on the commencement of or subscription for the self-tender offer by judicial or administrative authorities; the Company's self-tender offer must not have been withdrawn; the Company's board of directors must not have expressed an opposing opinion; and representations and warranties must remain accurate and obligations must be performed, among other conditions. In addition, approval by a special resolution at an extraordinary general meeting of shareholders for this share consolidation is contemplated |
| Management structure after acquisition | The policy is for the shareholders after the transaction to be limited to the tender offeror and HTIO. The trade name, representative and treatment of employees are Not disclosed |
Items this document does not state (14)
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodology
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.Because an agreement was entered into with NEC Corporation not to tender its shares in this tender offer and to tender them in the self-tender offer, NEC Corporation's shares were excluded from the scope of this tender offer. In addition, EM Systems and 日本事務器株式会社 entered into agreements to tender all of their respective shares in this tender offer.
How to read this page
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