We agreed to the changes in the terms to increase the tender offer price from ¥3,571 to ¥3,680 and the price for the acquisition of treasury shares from ¥2,903 to ¥2,992. In connection with this, we expect to transfer our 40,917,700 shares of Kakaku.com,Inc. and recognize an extraordinary gain of approximately ¥37.0 billion in the fiscal year ending March 2027 on a non-consolidated basis.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Price.com, Tabelog, HR and incubation businesses
We expect to recognize an extraordinary gain of approximately ¥37.0 billion in the non-consolidated financial statements for the fiscal year ending March 2027 and a gain on sale of shares of an affiliated company of approximately ¥30.0 billion in the consolidated financial statements.
| Item | Details |
|---|---|
| Transaction name | This transaction, 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-ku, 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 | ¥122.4 billion (planned transfer consideration, reference value) |
| Type of Consideration | Cash |
| Tender offer price | ¥3,680 per common share. The purchase price for stock acquisition rights is Not disclosed |
| Tender offer period | 13 May 2026 to 29 September 2026 (予定) |
| Number of shares acquired | 40,917,700 shares (予定; 409,177 voting rights) |
| Voting rights ownership percentage | Before 20.69％ → after 0.00％ |
| Amount of extraordinary income (loss) | Extraordinary gain of approximately ¥37.0 billion (non-consolidated financial statements for the fiscal year ending March 2027); gain on sale of shares of an affiliated company of approximately ¥30.0 billion (consolidated financial statements for the fiscal year ending March 2027) |
| Impact on Business Performance | We expect to recognize an extraordinary gain of approximately ¥37.0 billion in the non-consolidated financial statements for the fiscal year ending March 2027 and a gain on sale of shares of an affiliated company of approximately ¥30.0 billion in the consolidated financial statements. |
| Contract Date | 12 May 2026 (non-tender agreement executed) |
| Execution Date / Effective Date | The tender offer period is scheduled to end on 29 September 2026. The transaction is expected to be completed during the fiscal year ending March 2027. |
| Conditions Precedent to Execution | The tender offer is successful and the transaction is completed during the fiscal year ending March 2027. |
| Management structure after acquisition | The transaction comprises a series of transactions intended to take Kakaku.com,Inc. private. Following the transfer, the number of shares owned by us will be 0. The trade name, representative, treatment of employees and other aspects of the management structure are Not disclosed |
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.
We determined that it was important to realize at an early stage the synergies achievable through the transaction with Kakaku.com,Inc. and to complete the transaction in line with the timetable planned by EQT and us. This followed discussions with the tender offeror regarding the changes to the terms amid a competing proposal from LY Corporation and Bain Capital.