Worth reading
62In 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
3384
¥ per share (tender offer price; ¥3,500 if a non-tender agreement is entered into with KDDI)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
The Transaction / the Tender OfferCounterpartyOasis Management Company Ltd., Oasis Investments II Master Fund Ltd., Oasis Japan Strategic Fund Ltd., Oasis Japan Strategic Fund Y Ltd.
Disclosing companyLY Corporation
Date of board resolution1 July 2026
Contract Date1 July 2026 (the tender agreement with Oasis)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,384 per common share. ¥3,500 if a non-tender agreement can be entered into with KDDI. ¥1 per stock acquisition right.
Minimum number of shares to be purchasedThe minimum is expected to be 131,805,000 shares (66.05% ownership) based on the current assumptions. If a non-tender agreement can be entered into with KDDI, the minimum is expected to be 96,789,000 shares (48.50% ownership). The final minimum has not been determined.
Funding arrangementsDirect or indirect equity contributions to the SPV from Bain Capital and LINE Yahoo, together with borrowings from financial institutions. An equity commitment letter from Bain Capital Asia Fund VI, L.P., a certificate of deposit balance from LINE Yahoo, and loan commitment letters from 7 financial institutions have been obtained.
Impact on Business Performance
The specific impact on financial performance is Not disclosed at this time.
Procedures and assumptions
Independent valuation institutionGoldman Sachs Securities Co., Ltd. (appointed as the independent financial adviser, but no valuation report has been received)
Special CommitteeEstablished. The special committee was established to consider the transaction to take Kakaku.com,Inc. private. The number and attributes of its members are Not disclosed.
Conditions Precedent to ExecutionA board resolution by Kakaku.com,Inc. supporting the transaction and recommending that shareholders tender their shares, an opinion from the special committee that the transaction is reasonable, clearance under competition laws and other applicable regulations, the absence of any undisclosed material facts, final approval by Bain Capital, and a board resolution by LINE Yahoo, as well as the absence of any circumstances that would materially impede execution.
Management structure after acquisitionThe basic policy is to maintain Kakaku.com,Inc.'s current management structure for the time being. An incentive scheme for officers and employees is under consideration, but its specific details and implementation timing have not been determined. Any change to the corporate name and the treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | The Transaction / the Tender Offer |
| Counterparty name | Oasis Management Company Ltd., Oasis Investments II Master Fund Ltd., Oasis Japan Strategic Fund Ltd., Oasis Japan Strategic Fund Y Ltd. |
| Name of the Subject Company | Kakaku.com,Inc. |
| Type of Consideration | Cash |
| Tender offer price | ¥3,384 per common share. ¥3,500 if a non-tender agreement can be entered into with KDDI. ¥1 per stock acquisition right. |
| Minimum number of shares to be purchased | The minimum is expected to be 131,805,000 shares (66.05% ownership) based on the current assumptions. If a non-tender agreement can be entered into with KDDI, the minimum is expected to be 96,789,000 shares (48.50% ownership). The final minimum has not been determined. |
| Number of shares acquired | The policy is to acquire all shares of Kakaku.com,Inc., excluding treasury shares. The specific number of shares to be acquired is Not disclosed. |
| Voting rights ownership percentage | After The policy is ultimately to acquire all shares and take the company private. However, the temporary ownership structure if KDDI does not tender is Not disclosed. (before not disclosed) |
| Funding arrangements | Direct or indirect equity contributions to the SPV from Bain Capital and LINE Yahoo, together with borrowings from financial institutions. An equity commitment letter from Bain Capital Asia Fund VI, L.P., a certificate of deposit balance from LINE Yahoo, and loan commitment letters from 7 financial institutions have been obtained. |
| Impact on Business Performance | The specific impact on financial performance is Not disclosed at this time. |
| Date of board resolution | 1 July 2026 |
| Contract Date | 1 July 2026 (the tender agreement with Oasis) |
| Independent valuation institution | Goldman Sachs Securities Co., Ltd. (appointed as the independent financial adviser, but no valuation report has been received) |
| Special Committee | Established. The special committee was established to consider the transaction to take Kakaku.com,Inc. private. The number and attributes of its members are Not disclosed. |
| Conditions Precedent to Execution | A board resolution by Kakaku.com,Inc. supporting the transaction and recommending that shareholders tender their shares, an opinion from the special committee that the transaction is reasonable, clearance under competition laws and other applicable regulations, the absence of any undisclosed material facts, final approval by Bain Capital, and a board resolution by LINE Yahoo, as well as the absence of any circumstances that would materially impede execution. |
| Management structure after acquisition | The basic policy is to maintain Kakaku.com,Inc.'s current management structure for the time being. An incentive scheme for officers and employees is under consideration, but its specific details and implementation timing have not been determined. Any change to the corporate name and the treatment of employees are Not 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer periodGoodwill amountAmount of extraordinary income (loss)Execution Date / Effective DateValuation methodology
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 enhance Kakaku.com,Inc.'s corporate value by combining Bain Capital's funding capacity and hands-on management support with LINE Yahoo's user reach, business platform, data, product development capabilities and payment infrastructure, thereby improving the profitability of Kakaku.com,Inc.'s existing businesses, enhancing its growth strategy, utilizing data, optimizing its cost structure and generating synergies among its businesses.
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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