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
2880
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty合同会社VIC
Disclosing companyDENTSU SOKEN 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.White points represent dates designated as scheduled dates in the document.
Target company
Integrated provision of 6 service categories: consulting services, contract-based systems development, software products, software goods, outsourcing and operation and maintenance services, and sales of information equipment
Consideration and expenses
Type of ConsiderationCash (¥2,880 per common share)
Tender offer price¥2,880 per common share
Minimum number of shares to be purchased9,340,400 shares (provisional)
Tender offer periodStart: around early November 2026 (予定). End: Not disclosed. Expected to be 20 business days, but may exceed this due to differences in holidays between Japan and the United States
Goodwill amountAmount and amortization period: Not disclosed. The disclosure states that amortization of goodwill is included in the depreciation and amortization assumptions underlying the DCF analysis
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The transaction is expected to expand the scope of services, customer base, business opportunities, revenue growth and earnings opportunities. The specific impact on financial results is Not disclosed
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis, premium analysis, precedent transaction analysis and DCF method
Independent valuation institutionSMBC Nikko Securities Inc., Goldman Sachs and Plutus Consulting Co., Ltd.
Special CommitteeEstablished. Comprises 3 independent outside directors, Wada Tomoko (和田知子), Yasue Reiko (安江令子) and Murayama Yukari (村山由香里). The committee met a total of 19 times between 5 June and 28 August 2026
Conditions Precedent to ExecutionMaintenance of the company's board of directors' opinion supporting the tender offer and recommending that shareholders tender their shares; a favorable opinion from the special committee; no prohibition by a judicial or administrative authority; receipt of clearance under competition laws in Japan, China, the EU and other jurisdictions; no grounds for withdrawing the tender offer; and no undisclosed material facts or other undisclosed material information
Management structure after acquisitionDentsu Group is予定 to hold 61.78% and the tender offeror 38.22%. The 5 directors are予定 to be nominated by Dentsu Group (3, including 1 representative director and president) and the tender offeror (2), while the 2 audit & supervisory board members are予定 to be nominated 1 each by the 2 companies. Specific candidates have not been determined. The existing management structure and employees will generally be respected, and adverse changes to employment or working conditions due to the transaction are generally not anticipated. The company is予定 to continue using its current brand
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 合同会社VIC |
| Name of the Subject Company | DENTSU SOKEN INC. |
| Business Description of the Subject Company | Integrated provision of 6 service categories: consulting services, contract-based systems development, software products, software goods, outsourcing and operation and maintenance services, and sales of information equipment |
| Type of Consideration | Cash (¥2,880 per common share) |
| Tender offer price | ¥2,880 per common share |
| Minimum number of shares to be purchased | 9,340,400 shares (provisional) |
| Tender offer period | Start: around early November 2026 (予定). End: Not disclosed. Expected to be 20 business days, but may exceed this due to differences in holidays between Japan and the United States |
| Number of shares acquired | All of the company's shares (excluding the shares not tendered and treasury shares; actual number not yet determined). The minimum planned purchase is 9,340,400 shares, equivalent to 93,404 units |
| Voting rights ownership percentage | Before Tender offeror: 0%. Dentsu Group: 61.78% → after Following completion of the tender offer, tender offeror: 4.78–38.22%; Dentsu Group: 61.78%. Following the share consolidation, tender offeror: 38.22%; Dentsu Group: 61.78% (予定) |
| Goodwill amount | Amount and amortization period: Not disclosed. The disclosure states that amortization of goodwill is included in the depreciation and amortization assumptions underlying the DCF analysis |
| Impact on Business Performance | The transaction is expected to expand the scope of services, customer base, business opportunities, revenue growth and earnings opportunities. The specific impact on financial results is Not disclosed |
| Date of board resolution | 28 August 2026 |
| Contract Date | 28 August 2026 |
| Execution Date / Effective Date | Commencement of this tender offer: around early November 2026 (予定). Completion of this tender offer: around early December 2026 (予定). Share consolidation: around March 2027 (予定) |
| Valuation methodology | Market price method, comparable company analysis, premium analysis, precedent transaction analysis and DCF method |
| Independent valuation institution | SMBC Nikko Securities Inc., Goldman Sachs and Plutus Consulting Co., Ltd. |
| Special Committee | Established. Comprises 3 independent outside directors, Wada Tomoko (和田知子), Yasue Reiko (安江令子) and Murayama Yukari (村山由香里). The committee met a total of 19 times between 5 June and 28 August 2026 |
| Conditions Precedent to Execution | Maintenance of the company's board of directors' opinion supporting the tender offer and recommending that shareholders tender their shares; a favorable opinion from the special committee; no prohibition by a judicial or administrative authority; receipt of clearance under competition laws in Japan, China, the EU and other jurisdictions; no grounds for withdrawing the tender offer; and no undisclosed material facts or other undisclosed material information |
| Management structure after acquisition | Dentsu Group is予定 to hold 61.78% and the tender offeror 38.22%. The 5 directors are予定 to be nominated by Dentsu Group (3, including 1 representative director and president) and the tender offeror (2), while the 2 audit & supervisory board members are予定 to be nominated 1 each by the 2 companies. Specific candidates have not been determined. The existing management structure and employees will generally be respected, and adverse changes to employment or working conditions due to the transaction are generally not anticipated. The company is予定 to continue using its current brand |
Items this document does not state (12)
Location 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 arrangementsAmount of extraordinary income (loss)
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.The transaction is intended to expand the scope of services, business opportunities, capabilities in AI and digital transformation, and growth through M&A by combining DENTSU SOKEN INC.'s business consulting and application development capabilities with the ITOCHU Group's IT infrastructure, customer base, overseas network and M&A expertise. The company states that taking the company private would enable more agile decision-making over the medium to long term and reduce the burden associated with maintaining its listing.
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