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M&A and Subsidiary Changes4689LY CorporationInformation and Communications, Services and Others

(Progress Disclosure) Notice of Partial Changes to the Planned Commencement of a Tender Offer for Kakaku.com,Inc. (Securities Code: 2371) by BCPE Blitz Cayman, L.P.

The offer price has been increased from ¥3,597 to ¥3,700 if a non-tender agreement cannot be concluded with KDDI in connection with the planned tender offer for カカクコム. The price if a non-tender agreement can be concluded with KDDI remains unchanged at ¥3,720.

Worth reading
58In focus
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
103
¥ per share (increase in offer price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
CounterpartyBCPE Blitz Cayman, L.P., Investment funds advised by Bain Capital Private Equity, L.P. and their group companies, KDDI Corporation
Disclosing companyLY Corporation
Kakaku.com,Inc.Subject of this transactionNumber of shares acquired 35,016,000 shares held by KDDI (number of voting rights: Not disclosed)Voting rights ownership percentage Before KDDI 17.55% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,700 per common share. However, if a non-tender agreement can be concluded with KDDI Corporation, the price will be ¥3,720. The offer price for stock acquisition rights is Not disclosed
Tender offer periodThe start and end dates have not been determined. The tender offer is expected to begin in mid-November 2026
Procedures and assumptions
Valuation methodologyA valuation report prepared by Goldman Sachs Securities. The specific valuation methods are Not disclosed
Independent valuation institutionGoldman Sachs Japan Co., Ltd.
Special CommitteeEstablished. Established to consider the transaction to take the target company private. The number and backgrounds of committee members are Not disclosed
Conditions Precedent to ExecutionA resolution by the target company's board of directors approving the tender offer and recommending that shareholders tender their shares, an opinion from the special committee that the transaction is appropriate, the absence of circumstances that would materially impede the target company or its subsidiaries, completion of the necessary regulatory clearances or a reasonable prospect of obtaining them, and the absence of any undisclosed material facts
Management structure after acquisitionThe target company's shareholders will be limited to the tender offeror and KDDI, followed by a share consolidation to take the target company private and then an acquisition of treasury shares by the target company. The corporate name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameBCPE Blitz Cayman, L.P., Investment funds advised by Bain Capital Private Equity, L.P. and their group companies, KDDI Corporation
Name of the Subject CompanyKakaku.com,Inc.
Type of ConsiderationCash
Tender offer price¥3,700 per common share. However, if a non-tender agreement can be concluded with KDDI Corporation, the price will be ¥3,720. The offer price for stock acquisition rights is Not disclosed
Tender offer periodThe start and end dates have not been determined. The tender offer is expected to begin in mid-November 2026
Number of shares acquired35,016,000 shares held by KDDI (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore KDDI 17.55% (after not disclosed)
Date of board resolution26 October 2026
Execution Date / Effective DateThe tender offer is expected to begin in mid-November 2026 (planned)
Valuation methodologyA valuation report prepared by Goldman Sachs Securities. The specific valuation methods are Not disclosed
Independent valuation institutionGoldman Sachs Japan Co., Ltd.
Special CommitteeEstablished. Established to consider the transaction to take the target company private. The number and backgrounds of committee members are Not disclosed
Conditions Precedent to ExecutionA resolution by the target company's board of directors approving the tender offer and recommending that shareholders tender their shares, an opinion from the special committee that the transaction is appropriate, the absence of circumstances that would materially impede the target company or its subsidiaries, completion of the necessary regulatory clearances or a reasonable prospect of obtaining them, and the absence of any undisclosed material facts
Management structure after acquisitionThe target company's shareholders will be limited to the tender offeror and KDDI, followed by a share consolidation to take the target company private and then an acquisition of treasury shares by the target company. The corporate name, representative and treatment of employees are Not disclosed
Items this document does not state (17)
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 purchasedFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract Date

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.

This was based on a comprehensive assessment of the target company's financial information, the results of due diligence and the likelihood of obtaining the target company's board approval, in light of the price increase and extension of the tender offer period for Kamgras 1. For LINE Yahoo, the company also stated that it took into account the valuation report and financial advice obtained from Goldman Sachs Securities.

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.
(Progress Disclosure) Notice of Partial Changes to the Planned Commencement of a Tender Offer for Kakaku.com,Inc. (Securities Code: 2371) by BCPE Blitz Cayman, L.P. | LY Corporation (4689) timely disclosure | Komori