Worth reading
50Recurring
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
38
¥ per share (increase in the tender offer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty (target company)Oricon Inc.
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.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,370 per common share. Tender offer price for stock acquisition rights: Not disclosed
Minimum number of shares to be purchased1,074,300 shares (ownership percentage: 8.25%)
Tender offer periodFrom 29 May 2026 (Friday) through 14 July 2026 (Tuesday) (33 business days)
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of this tender offer and approval of the proposal for this share consolidation at the target company’s extraordinary shareholders meeting. The disclosure states that the timing and method of implementation may change depending on amendments to and the enforcement of applicable laws and regulations, and interpretations by the relevant authorities.
Management structure after acquisitionThe policy is to take the target company private and make it a wholly owned subsidiary of the tender offeror. Following completion of the tender offer, an extraordinary shareholders meeting of the target company, this share consolidation and an amendment to the articles of incorporation to abolish the provision specifying the number of shares constituting one unit are planned. The corporate name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Oricon Inc. |
| Name of the Subject Company | Oricon Inc. |
| Type of Consideration | Cash |
| Tender offer price | ¥1,370 per common share. Tender offer price for stock acquisition rights: Not disclosed |
| Minimum number of shares to be purchased | 1,074,300 shares (ownership percentage: 8.25%) |
| Tender offer period | From 29 May 2026 (Friday) through 14 July 2026 (Tuesday) (33 business days) |
| Voting rights ownership percentage | Before 63.10% (number of shares to be purchased) / 29.99% (minimum number of shares to be purchased) → after 43.64% (number of shares to be purchased) / 8.25% (minimum number of shares to be purchased) |
| Contract Date | 30 June 2026 |
| Execution Date / Effective Date | Settlement commencement date: 22 July 2026 (Wednesday). Effective date of the share consolidation: Not disclosed (an extraordinary shareholders meeting is scheduled for around September 2026) |
| Conditions Precedent to Execution | Completion of this tender offer and approval of the proposal for this share consolidation at the target company’s extraordinary shareholders meeting. The disclosure states that the timing and method of implementation may change depending on amendments to and the enforcement of applicable laws and regulations, and interpretations by the relevant authorities. |
| Management structure after acquisition | The policy is to take the target company private and make it a wholly owned subsidiary of the tender offeror. Following completion of the tender offer, an extraordinary shareholders meeting of the target company, this share consolidation and an amendment to the articles of incorporation to abolish the provision specifying the number of shares constituting one unit are planned. The corporate name, representative and treatment of employees are Not disclosed. |
Items this document does not state (20)
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 ratioNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institutionSpecial Committee
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 increase the likelihood that the tender offer would be successfully completed, a written undertaking concerning the non-tendering of shares and the exercise of voting rights was received from the legal heirs of Koike Naoko (小池 尚子), and agreements were entered into with the Hikari Tsushin Group and others concerning the non-tendering of shares, the exercise of voting rights, this in-kind distribution and the target company’s acquisition of treasury shares.
How to read this page
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