Worth reading
71In 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
998
Hundreds of millions of yenWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This transaction (a series of transactions including the tender offer)CounterpartyKamgras １株式会社
Disclosing companyDigital Garage,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
Price.com, Tabelog, HR and incubation businesses
Location Shibuya, TokyoShare capital ¥916 million (as of 31 March 2026)Date of incorporation 11 December 1997
Net Sales¥94,127 million (fiscal year ending March 2026)
Operating profit¥27,243 million (fiscal year ending March 2026)
Net income for the current fiscal year¥18,803 million (fiscal year ending March 2026)
Net assets¥64,988 million (fiscal year ending March 2026; total equity attributable to owners of the parent)
Consideration and expenses
Acquisition price¥99.8 billion (予定, reference figure)
Type of ConsiderationMixed (the consideration for the transfer through the acquisition of treasury shares will be cash; under the reinvestment, common shares of the reinvestment target company will be acquired)
Tender offer price¥3,000 per share (the tender offer price for stock acquisition rights is Not disclosed)
Tender offer periodFrom 13 May 2026 to 2 July 2026 (予定)
Funding arrangementsThe reinvestment will be funded with part of the cash received from the acquisition of treasury shares. The method of financing the acquisition by the tender offeror is Not disclosed.
Amount of extraordinary income (loss)Extraordinary gain in the non-consolidated accounts: approximately ¥40 billion; gain on sale of shares in an affiliate in the consolidated accounts: approximately ¥30 billion (both in the fiscal year ending March 2027)
Impact on Business Performance
デジタルガレージ expects to recognize an extraordinary gain of approximately ¥40 billion in its non-consolidated accounts and a gain on sale of shares in an affiliate of approximately ¥30 billion in its consolidated accounts for the fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionThe tender offer is successful and this transaction is carried out. If all of Kakaku.com,Inc.'s shares and other equity securities cannot be acquired through the tender offer, a squeeze-out will be carried out.
Management structure after acquisitionThe reinvestment target company is expected to become an equity-method affiliate of デジタルガレージ. デジタルガレージ plans to maintain and develop its business collaboration, personnel exchange and technology exchange with Kakaku.com,Inc.
| Item | Details |
|---|---|
| Transaction name | This transaction (a series of transactions including the tender offer) |
| Counterparty name | Kamgras １株式会社 |
| Name of the Subject Company | Kakaku.com,Inc. |
| Business Description of the Subject Company | Price.com, Tabelog, HR and incubation businesses |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥916 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 11 December 1997 |
| Net Sales of the Subject Company | ¥94,127 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥27,243 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥18,803 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥64,988 million (fiscal year ending March 2026; total equity attributable to owners of the parent) |
| Acquisition price | ¥99.8 billion (予定, reference figure) |
| Type of Consideration | Mixed (the consideration for the transfer through the acquisition of treasury shares will be cash; under the reinvestment, common shares of the reinvestment target company will be acquired) |
| Tender offer price | ¥3,000 per share (the tender offer price for stock acquisition rights is Not disclosed) |
| Tender offer period | From 13 May 2026 to 2 July 2026 (予定) |
| Number of shares acquired | The number of shares to be acquired by デジタルガレージ is Not disclosed. The number of shares to be transferred by デジタルガレージ is 40,917,700 (予定), representing 409,177 voting rights. |
| Voting rights ownership percentage | Before 20.69％ → after 0.00％ |
| Funding arrangements | The reinvestment will be funded with part of the cash received from the acquisition of treasury shares. The method of financing the acquisition by the tender offeror is Not disclosed. |
| Amount of extraordinary income (loss) | Extraordinary gain in the non-consolidated accounts: approximately ¥40 billion; gain on sale of shares in an affiliate in the consolidated accounts: approximately ¥30 billion (both in the fiscal year ending March 2027) |
| Impact on Business Performance | デジタルガレージ expects to recognize an extraordinary gain of approximately ¥40 billion in its non-consolidated accounts and a gain on sale of shares in an affiliate of approximately ¥30 billion in its consolidated accounts for the fiscal year ending March 2027. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 |
| Execution Date / Effective Date | If this transaction is completed during the fiscal year ending March 2027 (the specific execution and effective dates are not stated) |
| Conditions Precedent to Execution | The tender offer is successful and this transaction is carried out. If all of Kakaku.com,Inc.'s shares and other equity securities cannot be acquired through the tender offer, a squeeze-out will be carried out. |
| Management structure after acquisition | The reinvestment target company is expected to become an equity-method affiliate of デジタルガレージ. デジタルガレージ plans to maintain and develop its business collaboration, personnel exchange and technology exchange with Kakaku.com,Inc. |
Items this document does not state (7)
Expenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedGoodwill amountValuation 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.デジタルガレージ determined that EQT's investment in Kakaku.com,Inc. and the maintenance and development of its capital relationship, business collaboration, personnel exchange and technology exchange with Kakaku.com,Inc. would be in the best interests of increasing the corporate value of both デジタルガレージ and Kakaku.com,Inc. The optimization of Kakaku.com,Inc.'s capital structure was also cited as a reason.
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