Worth reading
58In focus
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
80705746
Shares (number of shares planned to be purchased and maximum number)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyOasis Management Company Ltd., Oasis Japan Strategic Fund Y Ltd., Oasis Japan Strategic Fund Ltd., Oasis Investments II Master Fund Ltd., Oasis Japan Stewardship Fund Ltd., DIC株式会社, 株式会社光和, Sekisui Chemical Co.,Ltd., TAIYO HOLDINGS CO.,LTD.
Disclosing companyTAIYO HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Location Japan
Consideration and expenses
Type of ConsiderationCash (¥4,750 per common share)
Tender offer price¥4,750 per common share
Minimum number of shares to be purchased44,648,100 shares (provisional figure)
Tender offer periodScheduled to commence around early October 2026; the end date has not been determined. In principle, 21 business days, although the period may exceed 21 business days due to differences in holidays in Japan and the United States
Funding arrangementsBorrowings from financial institutions and an equity contribution from the parent company of the tender offeror
Procedures and assumptions
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionObtaining clearance under competition and investment regulations in Japan and overseas, a favorable recommendation from the target company's special committee, an approval resolution by the target company's board of directors, satisfaction or waiver of the conditions precedent under each agreement, and fulfillment of the target company's obligations and accuracy of its representations and warranties, among other conditions
Management structure after acquisitionThe policy is to take the target company private by making the bidder its sole shareholder. 株式会社光和 is expected to continue to indirectly hold a certain percentage of the target company's shares after the transaction and, as necessary, provide information, offer advice reflecting the company's corporate philosophy and culture, and support the maintenance of relationships with business partners and others. Information regarding the corporate name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Oasis Management Company Ltd., Oasis Japan Strategic Fund Y Ltd., Oasis Japan Strategic Fund Ltd., Oasis Investments II Master Fund Ltd., Oasis Japan Stewardship Fund Ltd., DIC株式会社, 株式会社光和, Sekisui Chemical Co.,Ltd., TAIYO HOLDINGS CO.,LTD. |
| Name of the Subject Company | TAIYO HOLDINGS CO.,LTD. |
| Location of the Subject Company | Japan |
| Type of Consideration | Cash (¥4,750 per common share) |
| Tender offer price | ¥4,750 per common share |
| Minimum number of shares to be purchased | 44,648,100 shares (provisional figure) |
| Tender offer period | Scheduled to commence around early October 2026; the end date has not been determined. In principle, 21 business days, although the period may exceed 21 business days due to differences in holidays in Japan and the United States |
| Number of shares acquired | Up to 80,705,746 shares (number of shares planned to be purchased); number of voting rights: Not disclosed |
| 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 (this Oasis Tender Offer Agreement, this DIC Basic Agreement, this Kowa Basic Agreement and this Agreement) |
| Execution Date / Effective Date | This tender offer is scheduled to commence around early October 2026. The specific dates for the settlement commencement date, this share consolidation and this treasury share acquisition have not been determined. |
| Special Committee | Established. Number and attributes of members: Not disclosed |
| Conditions Precedent to Execution | Obtaining clearance under competition and investment regulations in Japan and overseas, a favorable recommendation from the target company's special committee, an approval resolution by the target company's board of directors, satisfaction or waiver of the conditions precedent under each agreement, and fulfillment of the target company's obligations and accuracy of its representations and warranties, among other conditions |
| Management structure after acquisition | The policy is to take the target company private by making the bidder its sole shareholder. 株式会社光和 is expected to continue to indirectly hold a certain percentage of the target company's shares after the transaction and, as necessary, provide information, offer advice reflecting the company's corporate philosophy and culture, and support the maintenance of relationships with business partners and others. Information regarding the corporate name, representative and treatment of employees: Not disclosed |
Items this document does not state (16)
Business Description 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 priceMerger ratio/share exchange ratioVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institution
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 leverage the management resources, expertise and network held by KKR to support improvements in the target company's growth strategy, profitability and operating efficiency, with the aim of achieving business growth and enhancing corporate value.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.