Worth reading
74In 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
450
¥ per share (increase in the tender offer price)Wording
Conditional
How definitive the wording is.This transaction
A series of transactions, including this tender offer, intended to take Kakaku.com,Inc. private (the Transaction)CounterpartyKamgras １株式会社, Kakaku.com,Inc.
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; profit for the period attributable to owners of the parent)
Net assets¥64,988 million (fiscal year ending March 2026; total equity attributable to owners of the parent)
Consideration and expenses
Acquisition priceTransfer value (planned): ¥114.8 billion (reference value)
Type of ConsiderationCash (the tender offer price and the share repurchase price)
Tender offer price¥3,450 per common share (before change: ¥3,000). The purchase price for stock acquisition rights is Not disclosed
Tender offer period13 May 2026 to 3 August 2026 (planned)
Amount of extraordinary income (loss)Extraordinary gain in non-consolidated financial statements for the fiscal year ending March 2027: approximately ¥38.0 billion. Gain on sale of shares of affiliates in consolidated financial statements: approximately ¥30.0 billion
Impact on Business Performance
If the tender offer is completed and the Transaction is completed during the fiscal year ending March 2027, the company expects to recognize approximately ¥38.0 billion as an extraordinary gain in non-consolidated financial statements and approximately ¥30.0 billion as a gain on the sale of shares of affiliates in consolidated financial statements for the fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the tender offer. If the tender offeror is unable to acquire all of the Kakaku.com,Inc. shares and other securities through the tender offer, Kakaku.com,Inc. will conduct a share repurchase targeting the shares held by the company and KDDI after the share consolidation.
| Item | Details |
|---|---|
| Transaction name | A series of transactions, including this tender offer, intended to take Kakaku.com,Inc. private (the Transaction) |
| Counterparty name | Kamgras １株式会社, Kakaku.com,Inc. |
| 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; profit for the period attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥64,988 million (fiscal year ending March 2026; total equity attributable to owners of the parent) |
| Acquisition price | Transfer value (planned): ¥114.8 billion (reference value) |
| Type of Consideration | Cash (the tender offer price and the share repurchase price) |
| Tender offer price | ¥3,450 per common share (before change: ¥3,000). The purchase price for stock acquisition rights is Not disclosed |
| Tender offer period | 13 May 2026 to 3 August 2026 (planned) |
| Number of shares acquired | Number of shares to be transferred (planned): 40,917,700 shares (number of voting rights: 409,177) |
| Voting rights ownership percentage | Before 20.69％ → after 0.00％ |
| Amount of extraordinary income (loss) | Extraordinary gain in non-consolidated financial statements for the fiscal year ending March 2027: approximately ¥38.0 billion. Gain on sale of shares of affiliates in consolidated financial statements: approximately ¥30.0 billion |
| Impact on Business Performance | If the tender offer is completed and the Transaction is completed during the fiscal year ending March 2027, the company expects to recognize approximately ¥38.0 billion as an extraordinary gain in non-consolidated financial statements and approximately ¥30.0 billion as a gain on the sale of shares of affiliates in consolidated financial statements for the fiscal year ending March 2027. |
| Contract Date | 12 May 2026 (non-tender agreement) |
| Execution Date / Effective Date | The scheduled end date of the tender offer period is 3 August 2026. Although the disclosure states that the Transaction will be completed during the fiscal year ending March 2027, the specific completion date is Not disclosed |
| Conditions Precedent to Execution | Completion of the tender offer. If the tender offeror is unable to acquire all of the Kakaku.com,Inc. shares and other securities through the tender offer, Kakaku.com,Inc. will conduct a share repurchase targeting the shares held by the company and KDDI after the share consolidation. |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedFunding arrangementsGoodwill amountDate of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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 company determined that it would be desirable for Kakaku.com,Inc.'s medium- to long-term business growth and enhancement of corporate value to realize the synergies from this transaction at an early stage and complete the transaction in line with the timeline planned by EQT and the company. As legally binding proposals had been submitted by LY Corporation and Bain Capital, the company discussed the possibility of changing the terms with the tender offeror and agreed to the changes.
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