Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
60000000
¥ thousands (settlement funds)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyAccenture Japan Ltd.
Disclosing companyGlobal Security Experts Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution30 October 2026
Contract Date30 October 2026 (the Non-Tender Agreement and the MOU)
Target company
The specific businesses operated by the Company Group are (A) the cybersecurity business, (B) the security education business and (C) the security personnel business.
Date of incorporation August 1984 (established as the predecessor company, 株式会社ホスピタル・ブレイン昭和)
Consideration and expenses
Acquisition price¥8,500 per common share and ¥1 per New Stock Acquisition Right (total: Not disclosed)
Type of ConsiderationCash
Tender offer price¥8,500 per common share and ¥1 per New Stock Acquisition Right
Minimum number of shares to be purchased983,100 shares (9,831 voting rights)
Tender offer periodFrom 2 November 2026 to 15 December 2026 (30 business days)
Funding arrangementsThe Offeror plans to receive ¥60 billion from Accenture Finance Limited as repayment of the short-term loan receivable held by the Offeror and use the funds as settlement funds for the tender offer.
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method (DCF method)
Independent valuation institutionＪ－ＴＡＰ Advisory Co., Ltd.
Special CommitteeEstablished. Composed of 3 members, including independent outside directors and others: Inoue Junji (井上 純二), Morimoto Koichi (森本 宏一) and Mizutani Shigeyuki (水谷 繁幸). The committee met 11 times in total and submitted its opinion report with the unanimous approval of all members.
Conditions Precedent to ExecutionThe total number of shares and other securities tendered must be at least the minimum number of shares to be purchased, 983,100 shares. Following completion of the tender offer, the Offeror plans to implement squeeze-out procedures, including a share consolidation. The share consolidation requires a special resolution at a shareholders' meeting.
Management structure after acquisitionThe optimal structure and options following the Company's conversion into a wholly owned subsidiary have not yet been determined and will be discussed with the Company after a review period. No adverse changes to the treatment of the Company's officers and employees are currently anticipated.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Accenture Japan Ltd. |
| Name of the Subject Company | Global Security Experts Inc. |
| Business Description of the Subject Company | The specific businesses operated by the Company Group are (A) the cybersecurity business, (B) the security education business and (C) the security personnel business. |
| Date of Establishment of the Subject Company | August 1984 (established as the predecessor company, 株式会社ホスピタル・ブレイン昭和) |
| Acquisition price | ¥8,500 per common share and ¥1 per New Stock Acquisition Right (total: Not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥8,500 per common share and ¥1 per New Stock Acquisition Right |
| Minimum number of shares to be purchased | 983,100 shares (9,831 voting rights) |
| Tender offer period | From 2 November 2026 to 15 December 2026 (30 business days) |
| Number of shares acquired | Intends to acquire all of the Company's shares, excluding shares delivered upon exercise of the New Stock Acquisition Rights, the Restricted Shares, the Non-Tendered Shares and treasury shares, among others, and all of the New Stock Acquisition Rights (actual number of shares not yet determined) |
| Voting rights ownership percentage | Before 0% (as of today, the Offeror owns neither the Company's shares nor the New Stock Acquisition Rights) → after 66.37% (if the minimum of 983,100 shares to be purchased is acquired) / ultimately intends to acquire 100% |
| Funding arrangements | The Offeror plans to receive ¥60 billion from Accenture Finance Limited as repayment of the short-term loan receivable held by the Offeror and use the funds as settlement funds for the tender offer. |
| Date of board resolution | 30 October 2026 |
| Contract Date | 30 October 2026 (the Non-Tender Agreement and the MOU) |
| Valuation methodology | Market price method and discounted cash flow method (DCF method) |
| Independent valuation institution | Ｊ－ＴＡＰ Advisory Co., Ltd. |
| Special Committee | Established. Composed of 3 members, including independent outside directors and others: Inoue Junji (井上 純二), Morimoto Koichi (森本 宏一) and Mizutani Shigeyuki (水谷 繁幸). The committee met 11 times in total and submitted its opinion report with the unanimous approval of all members. |
| Conditions Precedent to Execution | The total number of shares and other securities tendered must be at least the minimum number of shares to be purchased, 983,100 shares. Following completion of the tender offer, the Offeror plans to implement squeeze-out procedures, including a share consolidation. The share consolidation requires a special resolution at a shareholders' meeting. |
| Management structure after acquisition | The optimal structure and options following the Company's conversion into a wholly owned subsidiary have not yet been determined and will be discussed with the Company after a review period. No adverse changes to the treatment of the Company's officers and employees are currently anticipated. |
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceExecution 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.The Company explains that it can enhance the growth potential and profitability of its business by expanding customer touchpoints and operating regions through the Accenture Group's customer base and sales network, leveraging its AI-related technologies, expertise and network, and strengthening its human resources base. It also states that taking the Company private would allow it to deploy management resources flexibly toward measures to enhance corporate value over the medium to long term, without the constraints associated with maintaining a stock exchange listing.
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