Worth reading
69In 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
1187
¥100 million (reference value of expected transfer proceeds)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
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.
Execution Date / Effective DateIf the Transaction is completed during the fiscal year ending March 2027 (具体的な日付はnot disclosed)
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 price¥118.7 billion (reference value of expected transfer proceeds)
Type of ConsiderationCash (transfer proceeds from the tender offer and the acquisition of treasury shares)
Tender offer price¥3,570 per common share (¥3,450 before the change). The purchase price for stock acquisition rights is not disclosed.
Tender offer period13 May 2026 to 27 August 2026 (予定)
Amount of extraordinary income (loss)Approximately ¥38.0 billion in extraordinary income in the non-consolidated financial statements and approximately ¥30.0 billion in gain on sale of shares in affiliates in the consolidated financial statements (both in the fiscal year ending March 2027)
Impact on Business Performance
If the tender offer is successfully completed and the Transaction is completed during the fiscal year ending March 2027, the company expects to record approximately ¥38.0 billion in extraordinary income in its non-consolidated financial statements and approximately ¥30.0 billion in gain on sale of shares in affiliates in its consolidated financial statements for the fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionThe tender offer is successfully completed and the Transaction is completed during the fiscal year ending March 2027
| 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 |
| 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 | ¥118.7 billion (reference value of expected transfer proceeds) |
| Type of Consideration | Cash (transfer proceeds from the tender offer and the acquisition of treasury shares) |
| Tender offer price | ¥3,570 per common share (¥3,450 before the change). The purchase price for stock acquisition rights is not disclosed. |
| Tender offer period | 13 May 2026 to 27 August 2026 (予定) |
| Number of shares acquired | 40,917,700 shares (予定; 409,177 voting rights. The actual number of shares transferred will exclude fractional shares.) |
| Voting rights ownership percentage | Before 20.69 → after 0 |
| Amount of extraordinary income (loss) | Approximately ¥38.0 billion in extraordinary income in the non-consolidated financial statements and approximately ¥30.0 billion in gain on sale of shares in affiliates in the consolidated financial statements (both in the fiscal year ending March 2027) |
| Execution Date / Effective Date | If the Transaction is completed during the fiscal year ending March 2027 (具体的な日付はnot disclosed) |
| Conditions Precedent to Execution | The tender offer is successfully completed and the Transaction is completed during the fiscal year ending March 2027 |
| Impact on Business Performance | If the tender offer is successfully completed and the Transaction is completed during the fiscal year ending March 2027, the company expects to record approximately ¥38.0 billion in extraordinary income in its non-consolidated financial statements and approximately ¥30.0 billion in gain on sale of shares in affiliates in its consolidated financial statements for the fiscal year ending March 2027. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedFunding arrangementsGoodwill amountDate of board resolutionContract DateValuation 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 discussed the changes in terms with the tender offeror because it is important to realize at an early stage the synergies that can be achieved through the transaction and to complete the transaction in line with the time frame planned by EQT and the company. In addition, the company stated that the prices were set so that its after-tax proceeds if it sells shares through the acquisition of treasury shares would be substantially equivalent to the proceeds if it tendered the shares at the tender offer price.
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