Worth reading
80Important
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
1370
Yen per share (revised tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerDisclosing 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.
Consideration and expenses
Type of ConsiderationCash
Tender offer priceCommon shares: ¥1,370 per share. Purchase price for share options: Not disclosed
Minimum number of shares to be purchased1,074,300 shares (8.25% voting rights ownership ratio)
Tender offer periodFrom 29 August 2025 (Friday) to 14 October 2025 (Tuesday) (33 business days)
Procedures and assumptions
Valuation methodologyA share valuation was conducted by an independent third-party valuation institution. The disclosure compares the valuation with the closing market price and the simple averages of closing prices over the past 1 month, 3 months and 6 months. Other valuation methods: Not disclosed
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionCompletion of the tender offer, approval of proposals concerning the share consolidation and other matters at an extraordinary general meeting of shareholders, securing the distributable amount required for the acquisition of treasury shares, and, as necessary, a third-party allotment of shares, a reduction of capital and other measures
Management structure after acquisitionThe tender offeror is scheduled to make the Company its wholly owned subsidiary, squeeze out minority shareholders through a share consolidation, and delist the Company. The corporate name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Name of the Subject Company | Oricon Inc. |
| Type of Consideration | Cash |
| Tender offer price | Common shares: ¥1,370 per share. Purchase price for share options: Not disclosed |
| Minimum number of shares to be purchased | 1,074,300 shares (8.25% voting rights ownership ratio) |
| Tender offer period | From 29 August 2025 (Friday) to 14 October 2025 (Tuesday) (33 business days) |
| Number of shares acquired | 1,074,300 shares (minimum number of shares to be purchased; 10,743 voting rights) |
| Voting rights ownership percentage | Before Before the tender offer: largest shareholder 36.21%, Koike (小池) 0.55%, shareholders that agreed to tender 19.46%, other shareholders 43.78% → after Based on the minimum number of shares to be purchased following completion of the tender offer: tender offeror 8.25% |
| Date of board resolution | 30 September 2025 |
| Contract Date | 28 August 2025 (basic transaction agreement and other agreements); 30 September 2025 (amendment agreement and other agreements) |
| Execution Date / Effective Date | Effective date of the share consolidation: scheduled for around November 2025. Other execution dates: Not disclosed |
| Valuation methodology | A share valuation was conducted by an independent third-party valuation institution. The disclosure compares the valuation with the closing market price and the simple averages of closing prices over the past 1 month, 3 months and 6 months. Other valuation methods: Not disclosed |
| Special Committee | Established. Number and attributes of members: Not disclosed |
| Conditions Precedent to Execution | Completion of the tender offer, approval of proposals concerning the share consolidation and other matters at an extraordinary general meeting of shareholders, securing the distributable amount required for the acquisition of treasury shares, and, as necessary, a third-party allotment of shares, a reduction of capital and other measures |
| Management structure after acquisition | The tender offeror is scheduled to make the Company its wholly owned subsidiary, squeeze out minority shareholders through a share consolidation, and delist the Company. The corporate name, representative and treatment of employees: Not disclosed |
Items this document does not state (17)
Counterparty nameBusiness 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 ratioFunding arrangementsGoodwill 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.As the tender offeror indicated its intention to change the tender offer terms, the Company carefully discussed and considered the proposed changes. In light of increasing the likelihood that the tender offer would be completed while ensuring both an allocation to general shareholders and fairness among shareholders, the Company stated that it would maintain its recommendation that shareholders tender their shares.
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.