Worth reading
81Important
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
4750
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyKJ005株式会社
Disclosing companyTAIYO 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.
Target company
The Group, consisting of our company, a pure holding company, and 25 consolidated subsidiaries (the same applies below), operates through 3 segments: the Electronics Business, the Medical and Pharmaceutical Business, and the ICT&S Business. In the Electronics Business, we develop, manufacture and sell materials for printed circuit boards, principally solder resist (SR), and materials for flat panel displays (FPDs). The Medical and Pharmaceutical Business consists of 3 businesses: pharmaceutical manufacturing and sales, contract manufacturing, and dental laboratory services. In the ICT&S Business, we operate ICT solutions, fine chemicals, energy, principally solar power generation, food and other businesses.
Date of incorporation September 1953
Net Sales¥119.0 billion (fiscal year ended March 2025)
Operating profit¥22.1 billion (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥4,750 per common share
Minimum number of shares to be purchased44,648,100 shares (provisional figure; the final minimum will be determined before commencement of the tender offer)
Tender offer periodThe tender offer is planned to commence around early October 2026. The transaction overview diagram states that the tender offer period is expected to run from early October 2026 to early November 2026. The specific commencement and closing dates will be announced once determined.
Funding arrangementsBorrowings from financial institutions and an equity contribution from the parent company of the tender offeror
Procedures and assumptions
Valuation methodologyMarket price method and comparable listed company method (to the extent described in the body of the document)
Independent valuation institutionSMBC Nikko Securities Inc., 株式会社プルータス・コンサルティング
Special CommitteeEstablished. Composed of outside directors and outside experts. Number of committee members: Not disclosed.
Conditions Precedent to ExecutionObtaining the required clearances under domestic and overseas competition laws and investment regulations; the Special Committee issuing and maintaining a favorable opinion; approval resolutions being passed and maintained by all directors without conflicts of interest; there being no petitions, litigation or judgments restricting or prohibiting the transaction; the agreements with Oasis, DIC and Kowa and the agreement remaining in effect; the obligations, representations and warranties under each agreement having been performed or being true in all material respects; and no decision having been made by us to pay dividends or acquire treasury shares, among other conditions. The tender offer is planned to commence once these conditions have been satisfied or waived by the tender offeror.
Management structure after acquisitionOn the premise that the employment and treatment levels of our employees will continue after the transaction, the policy is to delegate a certain degree of management authority to our management team and respect its autonomous management decisions. The appointment of directors nominated by KKR and 1 director nominated by Sekisui Chemical Industries, as well as the introduction of an advisory structure to support management, are under consideration and planned, but the specific number, timing and candidates have not been determined.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | KJ005株式会社 |
| Name of the Subject Company | TAIYO HOLDINGS CO.,LTD. |
| Business Description of the Subject Company | The Group, consisting of our company, a pure holding company, and 25 consolidated subsidiaries (the same applies below), operates through 3 segments: the Electronics Business, the Medical and Pharmaceutical Business, and the ICT&S Business. In the Electronics Business, we develop, manufacture and sell materials for printed circuit boards, principally solder resist (SR), and materials for flat panel displays (FPDs). The Medical and Pharmaceutical Business consists of 3 businesses: pharmaceutical manufacturing and sales, contract manufacturing, and dental laboratory services. In the ICT&S Business, we operate ICT solutions, fine chemicals, energy, principally solar power generation, food and other businesses. |
| Date of Establishment of the Subject Company | September 1953 |
| Net Sales of the Subject Company | ¥119.0 billion (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥22.1 billion (fiscal year ended March 2025) |
| Type of Consideration | Cash |
| Tender offer price | ¥4,750 per common share |
| Minimum number of shares to be purchased | 44,648,100 shares (provisional figure; the final minimum will be determined before commencement of the tender offer) |
| Tender offer period | The tender offer is planned to commence around early October 2026. The transaction overview diagram states that the tender offer period is expected to run from early October 2026 to early November 2026. The specific commencement and closing dates will be announced once determined. |
| Number of shares acquired | All of our shares, excluding the restricted shares subject to this transaction, treasury shares held by us, and the shares subject to the planned non-tendering agreements, are planned to be acquired. The minimum number of shares planned to be purchased is 44,648,100. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before DIC 20.19%, Kowa 6.35%, Oasis 15.62%, and general shareholders 57.83% (before the tender offer) → after KKR funds 86.56%, Sekisui Chemical Industries 9.99%, and Kowa 3.45% (shareholder composition following completion of the transaction) |
| Funding arrangements | Borrowings from financial institutions and an equity contribution from the parent company of the tender offeror |
| Date of board resolution | 31 March 2026 |
| Contract Date | 31 March 2026 (the agreement, the Oasis tender agreement, the DIC basic agreement, and the Kowa basic agreement) |
| Execution Date / Effective Date | The tender offer is planned to commence around early October 2026. The share consolidation is scheduled for mid-November 2026 to late January 2027, and the Kowa reinvestment and this financing are scheduled for early February 2027 to early March 2027. The specific effective date is Not disclosed. |
| Valuation methodology | Market price method and comparable listed company method (to the extent described in the body of the document) |
| Independent valuation institution | SMBC Nikko Securities Inc., 株式会社プルータス・コンサルティング |
| Special Committee | Established. Composed of outside directors and outside experts. Number of committee members: Not disclosed. |
| Conditions Precedent to Execution | Obtaining the required clearances under domestic and overseas competition laws and investment regulations; the Special Committee issuing and maintaining a favorable opinion; approval resolutions being passed and maintained by all directors without conflicts of interest; there being no petitions, litigation or judgments restricting or prohibiting the transaction; the agreements with Oasis, DIC and Kowa and the agreement remaining in effect; the obligations, representations and warranties under each agreement having been performed or being true in all material respects; and no decision having been made by us to pay dividends or acquire treasury shares, among other conditions. The tender offer is planned to commence once these conditions have been satisfied or waived by the tender offeror. |
| Management structure after acquisition | On the premise that the employment and treatment levels of our employees will continue after the transaction, the policy is to delegate a certain degree of management authority to our management team and respect its autonomous management decisions. The appointment of directors nominated by KKR and 1 director nominated by Sekisui Chemical Industries, as well as the introduction of an advisory structure to support management, are under consideration and planned, but the specific number, timing and candidates have not been determined. |
Items this document does not state (10)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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.We determined that leveraging KKR's global human resources, capital resources, expertise and network would be more effective in enhancing corporate value, including by promoting growth in the Electronics Business, improving profitability in the Medical and Pharmaceutical Business, and optimizing the business portfolio, than maintaining our listing independently.
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