Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
4456145
Shares (total shares including potential shares)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyPasona Group Inc., TQUILA LIMITED
Disclosing companycirclace Inc
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash (¥2,020 per common share and ¥1 per stock acquisition right)
Tender offer price¥2,020 per common share; ¥1 per Series 1, Series 3, Series 4 and Series 6 stock acquisition right
Minimum number of shares to be purchased2,970,800 shares
Tender offer period23 October 2026 to 7 December 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of shares, etc. tendered must be at least the minimum planned purchase of 2,970,800 shares. If the number is below the minimum, none of the tendered shares, etc. will be purchased.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Pasona Group Inc., TQUILA LIMITED |
| Name of the Subject Company | circlace Inc |
| Type of Consideration | Cash (¥2,020 per common share and ¥1 per stock acquisition right) |
| Tender offer price | ¥2,020 per common share; ¥1 per Series 1, Series 3, Series 4 and Series 6 stock acquisition right |
| Minimum number of shares to be purchased | 2,970,800 shares |
| Tender offer period | 23 October 2026 to 7 December 2026 (30 business days) |
| Number of shares acquired | Planned purchase of 4,456,145 shares; voting rights: Not disclosed |
| Voting rights ownership percentage | Before 32.31% (Pasona Group Inc.), 30.80% (TQUILA) (after not disclosed) |
| Date of board resolution | 22 October 2026 |
| Contract Date | 22 October 2026 |
| Execution Date / Effective Date | Settlement commencement date: 14 December 2026 |
| Conditions Precedent to Execution | The total number of shares, etc. tendered must be at least the minimum planned purchase of 2,970,800 shares. If the number is below the minimum, none of the tendered shares, etc. will be purchased. |
Items this document does not state (19)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation 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 tender offer will be conducted as part of a series of transactions intended to make the tender offeror the sole shareholder of the target company and make the target company a wholly owned subsidiary.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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