Worth reading
67In 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
17
yen per share (tender offer price increase; treasury share acquisition price increased by ¥14 per share)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKamgras 1 Co., Ltd. (tender offeror)
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 DateThe tender offer period is scheduled to run through 26 November 2026. The transaction is expected to be completed during the fiscal year ending March 2027, if the tender offer is successfully completed.
Target company
Price.com, Tabelog, HR and incubation businesses
Location Shibuya-ku, TokyoShare capital ¥916 million (as of 30 September 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 (profit for the period attributable to owners of the parent, fiscal year ending March 2026)
Net assets¥64,988 million (total equity attributable to owners of the parent, fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥123.1 billion (planned transfer consideration)
Type of ConsiderationCash
Tender offer price¥3,700 per share. Tender offer price for stock acquisition rights: Not disclosed
Tender offer periodFrom 13 May 2026 to 26 November 2026 (予定)
Amount of extraordinary income (loss)The company expects to record approximately ¥37 billion in extraordinary income in its non-consolidated financial statements and approximately ¥30 billion in gains on the sale of shares in an affiliate in its 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 ¥37 billion as extraordinary income in its non-consolidated financial statements and approximately ¥30 billion as gains on the sale of shares in an affiliate in its consolidated financial statements for the fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionThe tender offer is successful and the transaction is completed during the fiscal year ending March 2027.
Management structure after acquisitionThe transaction is intended to take Kakaku.com private, and the tender offeror will control and manage Kakaku.com's business activities. Treatment of management and employees and any change of corporate name: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Kamgras 1 Co., Ltd. (tender offeror) |
| 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 30 September 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 (profit for the period attributable to owners of the parent, fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥64,988 million (total equity attributable to owners of the parent, fiscal year ending March 2026) |
| Acquisition price | ¥123.1 billion (planned transfer consideration) |
| Type of Consideration | Cash |
| Tender offer price | ¥3,700 per share. Tender offer price for stock acquisition rights: Not disclosed |
| Tender offer period | From 13 May 2026 to 26 November 2026 (予定) |
| Number of shares acquired | 40,917,700 shares (予定), 409,177 voting rights |
| Voting rights ownership percentage | Before 20.68% → after 0.00% |
| Amount of extraordinary income (loss) | The company expects to record approximately ¥37 billion in extraordinary income in its non-consolidated financial statements and approximately ¥30 billion in gains on the sale of shares in an affiliate in its 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 ¥37 billion as extraordinary income in its non-consolidated financial statements and approximately ¥30 billion as gains on the sale of shares in an affiliate in its consolidated financial statements for the fiscal year ending March 2027. |
| Execution Date / Effective Date | The tender offer period is scheduled to run through 26 November 2026. The transaction is expected to be completed during the fiscal year ending March 2027, if the tender offer is successfully completed. |
| 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 is intended to take Kakaku.com private, and the tender offeror will control and manage Kakaku.com's business activities. Treatment of management and employees and any change of corporate name: Not disclosed |
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 resolutionContract DateValuation 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.The company determined that realizing the synergies from the transaction at an early stage, maintaining its capital relationship with Kakaku.com as a core strategic investment, and completing the transaction within the timeframe planned by EQT and the company would be desirable for Kakaku.com's medium- to long-term business growth and enhancement of corporate value. The price change was made as a result of further discussions with the tender offeror.
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