Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1332
¥ per share (tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offer (MBO)Disclosing companyOricon Inc.
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
Customer satisfaction (CS) research, news distribution and advertising
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,332 per common share
Minimum number of shares to be purchased3,903,300 shares (39,033 voting rights)
Tender offer period18 September 2026 to 29 October 2026 (30 business days)
Funding arrangementsFunding will be obtained through a combination of an equity contribution from the tender offeror's parent company and bank borrowings. The detailed terms of the loan agreement have not been determined.
Procedures and assumptions
Valuation methodologyMarket price method (the closing price on the valuation date and the simple average of closing prices over the preceding 1-, 3- and 6-month periods)
Special CommitteeEstablished. The committee consists of members independent of the parties related to the tender offer, but the number of members is Not disclosed.
Conditions Precedent to ExecutionThe tender offer must be completed upon receipt of tenders for at least the minimum number of shares to be purchased, a special resolution must be passed at an extraordinary general meeting of shareholders regarding the share consolidation, the distributable amount required for the acquisition of treasury shares must be secured, and the third-party allotment and other transactions must be carried out.
Management structure after acquisitionThe details of the new management structure, including the composition of the officers after the transaction, have not been determined as of the present time. There is no agreement with the tender offeror regarding the appointment or treatment of officers, and no fundamental review of employees' employment or treatment is currently anticipated. The tender offeror is considering dispatching personnel and enhancing the management control structure.
| Item | Details |
|---|---|
| Transaction name | This tender offer (MBO) |
| Name of the Subject Company | Oricon Inc. |
| Business Description of the Subject Company | Customer satisfaction (CS) research, news distribution and advertising |
| Type of Consideration | Cash |
| Tender offer price | ¥1,332 per common share |
| Minimum number of shares to be purchased | 3,903,300 shares (39,033 voting rights) |
| Tender offer period | 18 September 2026 to 29 October 2026 (30 business days) |
| Number of shares acquired | 3,903,300 shares (39,033 voting rights; minimum number of shares to be purchased) |
| Voting rights ownership percentage | Before 0% (ownership before the transaction by the tender offeror) → after 100% (after becoming a wholly owned subsidiary) |
| Funding arrangements | Funding will be obtained through a combination of an equity contribution from the tender offeror's parent company and bank borrowings. The detailed terms of the loan agreement have not been determined. |
| Date of board resolution | 28 August 2026 |
| Contract Date | 28 August 2026 |
| Execution Date / Effective Date | Completion of the tender offer is scheduled for around October 2026. The share consolidation, third-party allotment, capital reduction and other transactions, treasury share acquisition, and reinvestment are scheduled for around November 2026. The specific date of the merger is Not disclosed. |
| Valuation methodology | Market price method (the closing price on the valuation date and the simple average of closing prices over the preceding 1-, 3- and 6-month periods) |
| Special Committee | Established. The committee consists of members independent of the parties related to the tender offer, but the number of members is Not disclosed. |
| Conditions Precedent to Execution | The tender offer must be completed upon receipt of tenders for at least the minimum number of shares to be purchased, a special resolution must be passed at an extraordinary general meeting of shareholders regarding the share consolidation, the distributable amount required for the acquisition of treasury shares must be secured, and the third-party allotment and other transactions must be carried out. |
| Management structure after acquisition | The details of the new management structure, including the composition of the officers after the transaction, have not been determined as of the present time. There is no agreement with the tender offeror regarding the appointment or treatment of officers, and no fundamental review of employees' employment or treatment is currently anticipated. The tender offeror is considering dispatching personnel and enhancing the management control structure. |
Items this document does not state (15)
Counterparty nameLocation 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 ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceIndependent 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.To enhance the Company's medium- to long-term corporate value, the Company will leverage the tender offeror's and its parent company's external management resources, including their investment and management support expertise, industry networks and personnel. The Company states that it determined it would be appropriate to take the Company private in order to pursue medium- to long-term investment, business transformation, the use of AI and other technologies, and the strengthening of its management structure without being affected by short-term share price or earnings fluctuations.
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