Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
17109020
Shares (planned purchase quantity)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyGondo Masaki (権藤正樹), Ueyama Nobuyuki (上山伸幸), Yamada Mitsunobu (山田光信), Hasegawa Katsutoshi (長谷川勝敏), Sato Daisuke (佐藤大介), Tsuji Kunihiko (辻邦彦), 株式会社ビーオービー, 株式会社ＫＡＭ
Disclosing companyeSOL Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition price¥820 per common share (tender offer price). The purchase price for the treasury share repurchase is expected to be ¥663 per share.
Type of ConsiderationCash
Tender offer price¥820 per common share
Minimum number of shares to be purchased10,535,800 shares
Tender offer periodFrom 2 September 2026 to 19 October 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionSuccessful completion of the tender offer, approval at the target company's extraordinary general meeting of shareholders of matters including the share consolidation, and compliance with applicable laws and regulations and procedures involving the relevant authorities.
Management structure after acquisitionGondo Masaki (権藤正樹) is expected to remain involved in the target company's overall management to support business growth after the successful completion of the tender offer. Following completion of the squeeze-out and the treasury share repurchase, Gondo Masaki (権藤正樹) is expected to invest in the offeror's parent company and acquire its common shares, with his voting rights ratio expected to be less than 5%. The detailed number of shares to be acquired, change of corporate name, treatment of employees and change of representative have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Gondo Masaki (権藤正樹), Ueyama Nobuyuki (上山伸幸), Yamada Mitsunobu (山田光信), Hasegawa Katsutoshi (長谷川勝敏), Sato Daisuke (佐藤大介), Tsuji Kunihiko (辻邦彦), 株式会社ビーオービー, 株式会社ＫＡＭ |
| Name of the Subject Company | eSOL Co.,Ltd. |
| Acquisition price | ¥820 per common share (tender offer price). The purchase price for the treasury share repurchase is expected to be ¥663 per share. |
| Type of Consideration | Cash |
| Tender offer price | ¥820 per common share |
| Minimum number of shares to be purchased | 10,535,800 shares |
| Tender offer period | From 2 September 2026 to 19 October 2026 (30 business days) |
| Number of shares acquired | 0 shares as of today. The number of shares to be purchased is 17,109,020. Number of voting rights: Not disclosed |
| Date of board resolution | 1 September 2026 (the date on which the offeror decided to commence the tender offer) |
| Contract Date | 1 September 2026 |
| Execution Date / Effective Date | The settlement is scheduled to commence on 26 October 2026. The effective date of the share consolidation has not been determined. The extraordinary general meeting of shareholders is scheduled for around December 2026. |
| Conditions Precedent to Execution | Successful completion of the tender offer, approval at the target company's extraordinary general meeting of shareholders of matters including the share consolidation, and compliance with applicable laws and regulations and procedures involving the relevant authorities. |
| Management structure after acquisition | Gondo Masaki (権藤正樹) is expected to remain involved in the target company's overall management to support business growth after the successful completion of the tender offer. Following completion of the squeeze-out and the treasury share repurchase, Gondo Masaki (権藤正樹) is expected to invest in the offeror's parent company and acquire its common shares, with his voting rights ratio expected to be less than 5%. The detailed number of shares to be acquired, change of corporate name, treatment of employees and change of representative have not been disclosed. |
Items this document does not state (18)
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 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 acquire all of the target company's shares, excluding treasury shares held by the target company and shares subject to the non-tender agreement, and to take the target company private as part of a series of MBO transactions. Gondo Masaki (権藤正樹) is expected to remain involved in enhancing the target company's corporate value after the tender offer.
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