Worth reading
75Important
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
2700
¥100 million (upper limit on bank financing)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyBCPE Blitz Cayman, L.P., Bain Capital Private Equity, LP
Disclosing companyLY Corporation
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
Price.com business, Tabelog business, Job Box business and incubation business
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,520 per common share (¥3,640 if a non-tender agreement can be entered into with KDDI). ¥1 per warrant for the 8th, 10th, 11th, 13th, 14th, 15th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights
Minimum number of shares to be purchased131,805,000 shares (planned)
Tender offer periodIn principle, 20 business days. The tender offer is expected to commence in mid-September 2026, but the start and end dates have not been determined
Funding arrangementsEquity investment from BCPE Blitz Intermediate Holdings Cayman, L.P. and bank financing from 7 financial institutions. Bank financing will be capped at ¥270 billion
Procedures and assumptions
Valuation methodologyDiscounted cash flow method, precedent transaction analysis, premium analysis and comparable company analysis
Independent valuation institutionGoldman Sachs Japan Co., Ltd.
Special CommitteeEstablished by the target company. The number and attributes of its members are not disclosed
Conditions Precedent to ExecutionA resolution by the target company's board of directors supporting the tender offer and recommending that shareholders tender their shares, and maintenance of that resolution; an opinion from the special committee and maintenance of that opinion; no circumstances that would materially impede execution; completion, or a reasonable prospect of completion, of clearances, approvals, filings and other procedures required under competition laws and other applicable laws; no undisclosed material facts; final approval by Bain Capital; and a resolution by LINE Yahoo's board of directors
Management structure after acquisitionThe basic policy is to maintain the target company's current management structure for the time being, while considering a new incentive plan for officers and employees. Bain Capital and LINE Yahoo plan to invest in the target company's grandparent company, with economic ownership ratios of 50.1:49.9 and voting rights ratios of 100:0. The shares held by LINE Yahoo are planned to be non-voting shares with a right to request conversion into common shares, subject to obtaining clearance under competition laws
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | BCPE Blitz Cayman, L.P., Bain Capital Private Equity, LP |
| Name of the Subject Company | Kakaku.com,Inc. |
| Business Description of the Subject Company | Price.com business, Tabelog business, Job Box business and incubation business |
| Type of Consideration | Cash |
| Tender offer price | ¥3,520 per common share (¥3,640 if a non-tender agreement can be entered into with KDDI). ¥1 per warrant for the 8th, 10th, 11th, 13th, 14th, 15th, 17th, 18th, 19th and 20th Series Stock Acquisition Rights |
| Minimum number of shares to be purchased | 131,805,000 shares (planned) |
| Tender offer period | In principle, 20 business days. The tender offer is expected to commence in mid-September 2026, but the start and end dates have not been determined |
| Voting rights ownership percentage | Before 0% (the tender offeror does not own any shares or other equity interests in the target company as of today) → after 66.05% (following purchases at the minimum number of shares planned to be purchased, including shares held by specially related parties) |
| Funding arrangements | Equity investment from BCPE Blitz Intermediate Holdings Cayman, L.P. and bank financing from 7 financial institutions. Bank financing will be capped at ¥270 billion |
| Date of board resolution | 29 July 2026 |
| Contract Date | 29 July 2026 (shareholders' agreement between Bain Capital and LINE Yahoo) |
| Execution Date / Effective Date | not disclosed (the tender offer is expected to commence in mid-September 2026, and the squeeze-out procedures are scheduled for early December 2026) |
| Valuation methodology | Discounted cash flow method, precedent transaction analysis, premium analysis and comparable company analysis |
| Independent valuation institution | Goldman Sachs Japan Co., Ltd. |
| Special Committee | Established by the target company. The number and attributes of its members are not disclosed |
| Conditions Precedent to Execution | A resolution by the target company's board of directors supporting the tender offer and recommending that shareholders tender their shares, and maintenance of that resolution; an opinion from the special committee and maintenance of that opinion; no circumstances that would materially impede execution; completion, or a reasonable prospect of completion, of clearances, approvals, filings and other procedures required under competition laws and other applicable laws; no undisclosed material facts; final approval by Bain Capital; and a resolution by LINE Yahoo's board of directors |
| Management structure after acquisition | The basic policy is to maintain the target company's current management structure for the time being, while considering a new incentive plan for officers and employees. Bain Capital and LINE Yahoo plan to invest in the target company's grandparent company, with economic ownership ratios of 50.1:49.9 and voting rights ratios of 100:0. The shares held by LINE Yahoo are planned to be non-voting shares with a right to request conversion into common shares, subject to obtaining clearance under competition laws |
Items this document does not state (14)
Location 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 ratioNumber of shares acquiredGoodwill 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.To enhance Kakaku.com,Inc.'s corporate value by combining Bain Capital's capital resources and management support with LINE Yahoo's user touchpoints, data, product development capabilities and payment infrastructure, thereby improving profitability, upgrading its growth strategy, utilizing data, optimizing costs and generating synergies among its businesses.
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