Worth reading
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How definitive the wording is.This transaction
This 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
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,520 per share of the target company. However, the price will be ¥3,640 if a non-tender agreement can be executed with KDDI. ¥1 per stock acquisition right.
Procedures and assumptions
Special CommitteeEstablished. Established to consider the transaction to take the target company private. Number and attributes of members: Not disclosed.
Conditions Precedent to ExecutionThe target company's board resolution supporting the tender offer and recommending that shareholders tender their shares remains in effect; the special committee's opinion remains in effect; there are no circumstances that would materially impede the target company or its subsidiaries; all legally required clearances, including those under the competition laws of the relevant jurisdictions, have been obtained or are reasonably expected to be obtained; and there are no undisclosed material facts concerning the target company.
Management structure after acquisitionThe target company is expected to be taken private, and a squeeze-out through a share consolidation is contemplated. The corporate name, representative, and treatment of employees: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This 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 | ¥3,520 per share of the target company. However, the price will be ¥3,640 if a non-tender agreement can be executed with KDDI. ¥1 per stock acquisition right. |
| Date of board resolution | 29 July 2026 |
| Contract Date | 1 July 2026 (the tender agreement with Oasis). Terminated upon the passage of 20 August 2026. |
| Execution Date / Effective Date | Mid-September 2026 (planned commencement of the tender offer) |
| Special Committee | Established. Established to consider the transaction to take the target company private. Number and attributes of members: Not disclosed. |
| Conditions Precedent to Execution | The target company's board resolution supporting the tender offer and recommending that shareholders tender their shares remains in effect; the special committee's opinion remains in effect; there are no circumstances that would materially impede the target company or its subsidiaries; all legally required clearances, including those under the competition laws of the relevant jurisdictions, have been obtained or are reasonably expected to be obtained; and there are no undisclosed material facts concerning the target company. |
| Management structure after acquisition | The target company is expected to be taken private, and a squeeze-out through a share consolidation is contemplated. The corporate name, representative, and treatment of employees: Not disclosed. |
Items this document does not state (21)
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 ratioMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill 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.The 5-business-day price change period stipulated in the tender agreement ended because, in light of Kamgras 1's increase in its tender offer price, no proposal was made to Oasis to change the tender offer price. Regarding the clearances required to conduct the tender offer, progress was made through the prior notification filed with the Japan Fair Trade Commission, the acquisition of an exemption decision in Australia, and the prior notification filed in Germany, among other matters.
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