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M&A and Subsidiary Changes5074TESS Holdings Co.,Ltd.Construction and Materials

Notice concerning the acquisition by 株式会社Y of TESS Holdings Co.,Ltd. shares (Securities Code: 5074) as a share accumulation activity prescribed by Cabinet Order as an act equivalent to a tender offer

株式会社Y acquired 4,303,300 shares of TESS Holdings Co.,Ltd. from 株式会社K and came to hold 6.10% of the voting rights. 株式会社Y is the asset management company of the Representative Director and President of TESS Holdings Co.,Ltd.

Worth reading
20Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
6.1
Voting rights ownership ratio
Wording
Conditional
How definitive the wording is.

This transaction

Share accumulation activity prescribed by Cabinet Order as an act equivalent to a tender offer (acquisition of these shares)
Counterparty株式会社K
Disclosing companyTESS Holdings Co.,Ltd.
TESS Holdings Co.,Ltd.Voting rights ownership percentageNumber of shares acquired 4,303,300 shares (Number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date22 June 2026 (share acquisition date)
This transaction
ItemDetails
Transaction nameShare accumulation activity prescribed by Cabinet Order as an act equivalent to a tender offer (acquisition of these shares)
Counterparty name株式会社K
Name of the Subject CompanyTESS Holdings Co.,Ltd.
Number of shares acquired4,303,300 shares (Number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 6.10% (before not disclosed)
Execution Date / Effective Date22 June 2026 (share acquisition date)
Items this document does not state (26)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.

株式会社Y is the asset management company of Yamamoto Kazuki (山本 一樹), Representative Director and President of TESS Holdings Co.,Ltd., and intends to hold the shares long term as a stable shareholder.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice concerning the acquisition by 株式会社Y of TESS Holdings Co.,Ltd. shares (Securities Code: 5074) as a share accumulation activity prescribed by Cabinet Order as an act equivalent to a tender offer | TESS Holdings Co.,Ltd. (5074) timely disclosure | Komori