Worth reading
74In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
8500
Yen per common shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyAccenture, BUSINESS BRAIN SHOWA・OTA INC., Kanematsu Electronics Corporation
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition price¥8,500 per common share; ¥1 per stock acquisition right
Type of ConsiderationCash
Tender offer price¥8,500 per common share; ¥1 per stock acquisition right
Minimum number of shares to be purchased983,100 shares (9,831 voting rights). No upper limit has been set.
Tender offer periodFrom 2 November 2026 to 15 December 2026 (30 business days)
Funding arrangementsThe ¥60 billion to be received from Accenture Finance Limited as repayment of a short-term loan is planned to be used as funds for settlement of this tender offer. A third-party allotment of shares and, if necessary, loans are planned to fund the acquisition of treasury shares.
Procedures and assumptions
Conditions Precedent to ExecutionThe extraordinary general meeting of shareholders after completion of this tender offer, the share consolidation and its effectiveness, and approval by the non-tendering shareholder in question, among other matters
Management structure after acquisitionThe tender offeror intends to become the target company's sole shareholder and make the target company a wholly owned subsidiary. The company name, representative, and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Accenture, BUSINESS BRAIN SHOWA・OTA INC., Kanematsu Electronics Corporation |
| Name of the Subject Company | Global Security Experts Inc. |
| Acquisition price | ¥8,500 per common share; ¥1 per stock acquisition right |
| Type of Consideration | Cash |
| Tender offer price | ¥8,500 per common share; ¥1 per stock acquisition right |
| Minimum number of shares to be purchased | 983,100 shares (9,831 voting rights). No upper limit has been set. |
| Tender offer period | From 2 November 2026 to 15 December 2026 (30 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 983,100 shares (9,831 voting rights); no upper limit. The final number of shares acquired will vary depending on the number of tenders and other factors. |
| Voting rights ownership percentage | Before 0% (the tender offeror does not own any shares or other securities of the target company) → after 66.37% (assuming the minimum number of shares to be purchased); ultimately, 100% is planned. |
| Funding arrangements | The ¥60 billion to be received from Accenture Finance Limited as repayment of a short-term loan is planned to be used as funds for settlement of this tender offer. A third-party allotment of shares and, if necessary, loans are planned to fund the acquisition of treasury shares. |
| Date of board resolution | 30 October 2026 |
| Contract Date | 30 October 2026 |
| Execution Date / Effective Date | 22 December 2026 (settlement commencement date). A share consolidation and the acquisition of treasury shares are planned after the tender offer is completed and settled. |
| Conditions Precedent to Execution | The extraordinary general meeting of shareholders after completion of this tender offer, the share consolidation and its effectiveness, and approval by the non-tendering shareholder in question, among other matters |
| Management structure after acquisition | The tender offeror intends to become the target company's sole shareholder and make the target company a wholly owned subsidiary. The company name, representative, and treatment of employees have not been disclosed. |
Items this document does not state (16)
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 ratioGoodwill 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.The purpose is to take the target company private, with the tender offeror as its sole shareholder, making the target company a wholly owned subsidiary of the tender offeror.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.