Worth reading
73In focus
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
295
Yen per common shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyHulic Co.,Ltd.
Disclosing companyRISO KYOIKU GROUP CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution13 October 2026
Contract Date13 October 2026 (tender agreement with 学校法人駿河台学園)
Target company
The company operates an education business centered on entrance-examination instruction through fully one-to-one individual tutoring, as well as preparatory schools for entrance examinations to prestigious kindergartens and elementary schools, nurseries, after-school childcare programs and English-conversation schools.
Date of incorporation March 1990 (established as 株式会社日本教育公社)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥295 per common share. ¥8,820 per Series 1 stock acquisition right, and ¥2,940 per stock acquisition right for each of Series 2 through 6
Minimum number of shares to be purchased26,646,601 shares
Tender offer periodFrom 14 October 2026 to 26 November 2026 (30 business days)
Funding arrangementsInternal funds
Impact on Business Performance
The transaction is expected to enhance corporate value over the medium to long term, but the specific impact on earnings is Not disclosed
Procedures and assumptions
Valuation methodologyMarket price method, market price benchmark method, comparable company analysis, comparable corporate analysis and DCF method
Independent valuation institutionMizuho Securities Co., Ltd. and Plutus Consulting Co., Ltd.
Special CommitteeEstablished. Comprises 4 members: 2 independent outside directors and 2 independent outside corporate auditors, with backgrounds including lawyers, business executives, professors and certified public accountants.
Conditions Precedent to ExecutionAt least the minimum number of shares to be purchased, 26,646,601 shares, must be tendered. If a share consolidation is carried out after the purchase, a special resolution at a shareholders' meeting is required under the Companies Act.
Management structure after acquisitionThe company is expected to receive growth support utilizing the Hulic Group's know-how while continuing to respect its management autonomy. The specific details of the management structure will be discussed and determined in due course. The current employment and terms and conditions of employees are expected to be maintained in principle.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Hulic Co.,Ltd. |
| Name of the Subject Company | RISO KYOIKU GROUP CORPORATION |
| Business Description of the Subject Company | The company operates an education business centered on entrance-examination instruction through fully one-to-one individual tutoring, as well as preparatory schools for entrance examinations to prestigious kindergartens and elementary schools, nurseries, after-school childcare programs and English-conversation schools. |
| Date of Establishment of the Subject Company | March 1990 (established as 株式会社日本教育公社) |
| Type of Consideration | Cash |
| Tender offer price | ¥295 per common share. ¥8,820 per Series 1 stock acquisition right, and ¥2,940 per stock acquisition right for each of Series 2 through 6 |
| Minimum number of shares to be purchased | 26,646,601 shares |
| Tender offer period | From 14 October 2026 to 26 November 2026 (30 business days) |
| Voting rights ownership percentage | Before 50.87% (ownership ratio before the change in the tender offeror) → after 66.56% (if the minimum number of shares to be purchased is tendered). The company ultimately plans to become a wholly owned subsidiary. |
| Funding arrangements | Internal funds |
| Impact on Business Performance | The transaction is expected to enhance corporate value over the medium to long term, but the specific impact on earnings is Not disclosed |
| Date of board resolution | 13 October 2026 |
| Contract Date | 13 October 2026 (tender agreement with 学校法人駿河台学園) |
| Valuation methodology | Market price method, market price benchmark method, comparable company analysis, comparable corporate analysis and DCF method |
| Independent valuation institution | Mizuho Securities Co., Ltd. and Plutus Consulting Co., Ltd. |
| Special Committee | Established. Comprises 4 members: 2 independent outside directors and 2 independent outside corporate auditors, with backgrounds including lawyers, business executives, professors and certified public accountants. |
| Conditions Precedent to Execution | At least the minimum number of shares to be purchased, 26,646,601 shares, must be tendered. If a share consolidation is carried out after the purchase, a special resolution at a shareholders' meeting is required under the Companies Act. |
| Management structure after acquisition | The company is expected to receive growth support utilizing the Hulic Group's know-how while continuing to respect its management autonomy. The specific details of the management structure will be discussed and determined in due course. The current employment and terms and conditions of employees are expected to be maintained in principle. |
Items this document does not state (13)
Location of the Subject CompanyCapital Stock 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)Execution Date / Effective 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.To enhance corporate value by operating as an integrated group with the Hulic Group, promoting cooperation among the education businesses, sharing human resources, IT and know-how, accelerating growth investments and M&A, utilizing group financing, and reducing the costs of maintaining a stock-market listing.
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