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

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

The tender offeror reduced the number of shares intended to be purchased from 10,486,037 shares to 9,286,037 shares and the minimum number of shares intended to be purchased from 4,968,300 shares to 3,768,300 shares, in each case by 1,200,000 shares. This was because NEC Corporation agreed not to tender its shares in this tender offer and to tender them in a tender offer for treasury shares to be conducted after this tender offer is completed, while EMシステムズ and 日本事務器 entered into agreements to tender their shares in this tender offer.

Worth reading
41Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1200000
Shares
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
CounterpartyNEC 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.
CE Holdings Co.,Ltd.Subject of this transactionNumber of shares acquired Number of shares intended to be purchased: 9,286,037 shares (before the change: 10,486,037 shares); number of voting rights: Not disclosed
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Minimum number of shares to be purchased3,768,300 shares (before the change: 4,968,300 shares)
Tender offer periodCommences on 6 August 2026. The end date is Not disclosed
Procedures and assumptions
Conditions Precedent to ExecutionThe tender offer for treasury shares will commence subject to approval of the resolution concerning the share consolidation at this extraordinary general meeting of shareholders
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameNEC Corporation, 株式会社EMシステムズ, 日本事務器株式会社
Name of the Subject CompanyCE Holdings Co.,Ltd.
Minimum number of shares to be purchased3,768,300 shares (before the change: 4,968,300 shares)
Tender offer periodCommences on 6 August 2026. The end date is Not disclosed
Number of shares acquiredNumber of shares intended to be purchased: 9,286,037 shares (before the change: 10,486,037 shares); number of voting rights: Not disclosed
Contract Date31 August 2026
Execution Date / Effective DateThis tender offer commences on 6 August 2026. The extraordinary general meeting of shareholders of the target company is expected to be held in mid-November 2026. The end date of the tender offer and the effective date of the share consolidation are Not disclosed
Conditions Precedent to ExecutionThe tender offer for treasury shares will commence subject to approval of the resolution concerning the share consolidation at this extraordinary general meeting of shareholders
Items this document does not state (23)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation 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.

NEC Corporation agreed not to tender its shares in this tender offer, to vote in favor of the proposal concerning the share consolidation at the extraordinary general meeting of shareholders to be held after this tender offer is completed, and to tender its shares in the tender offer for treasury shares. In addition, EMシステムズ and 日本事務器株式会社 entered into agreements to tender all of the shares they own in this tender offer.

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(Change) Notice Concerning Changes to the "Notice Concerning 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