Worth reading
77Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
7600
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This Tender Offer (the Transaction)CounterpartyGerbera holdings株式会社
Disclosing companyMETALART CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The company is primarily engaged in the manufacture and sale of precision hot-forged products for automobiles, construction machinery and industrial machinery.
Net assets¥29,215 million as of 31 March 2026. Consolidated net assets at fiscal year-end after deducting non-controlling interests were ¥26,036 million.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥7,600 per share of our common stock
Minimum number of shares to be purchased867,000 shares (30.29% ownership interest). No maximum number of shares has been set.
Tender offer period15 May 2026 to 25 June 2026 (30 business days)
Funding arrangementsThe purchaser plans to receive an equity contribution of up to ¥5,534 million from the Japan Manufacturing Future Fund No. 2 and borrow up to ¥19,500 million from Resona Bank.
Impact on Business Performance
The impact on earnings of the synergies expected to be realized through the Transaction is difficult to estimate specifically at this time, and has not been reflected in the financial projections or the valuation conducted by KPMG.
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis)
Independent valuation institutionKPMG FAS Co., Ltd.
Special CommitteeEstablished. The committee comprises 3 members: 2 outside directors who are independent officers and 1 outside Audit & Supervisory Board Member who is an independent officer.
Conditions Precedent to ExecutionCompletion of the tender offer, approval at an extraordinary general meeting of shareholders concerning the share consolidation and the share consolidation taking effect, and the provision of funds and other matters necessary for our acquisition of treasury shares.
Management structure after acquisitionIn principle, the current management structure is expected to be maintained, and our management autonomy is expected to be maintained and respected. In principle, current employment terms are also expected to be maintained for employees. The parties will consider leveraging Sparx's network, expanding the customer base, pursuing additional M&A and alliances, visualizing and transferring production technologies, and promoting DX.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | Gerbera holdings株式会社 |
| Name of the Subject Company | METALART CORPORATION |
| Business Description of the Subject Company | The company is primarily engaged in the manufacture and sale of precision hot-forged products for automobiles, construction machinery and industrial machinery. |
| Net Assets of the Subject Company | ¥29,215 million as of 31 March 2026. Consolidated net assets at fiscal year-end after deducting non-controlling interests were ¥26,036 million. |
| Type of Consideration | Cash |
| Tender offer price | ¥7,600 per share of our common stock |
| Minimum number of shares to be purchased | 867,000 shares (30.29% ownership interest). No maximum number of shares has been set. |
| Tender offer period | 15 May 2026 to 25 June 2026 (30 business days) |
| Number of shares acquired | All of our shares, excluding the non-tendered shares and treasury shares, are subject to the tender offer, but the actual number of shares to be acquired has not been determined. |
| Voting rights ownership percentage | Before 0.00% → after 100% (ultimate conversion into a wholly owned subsidiary) |
| Funding arrangements | The purchaser plans to receive an equity contribution of up to ¥5,534 million from the Japan Manufacturing Future Fund No. 2 and borrow up to ¥19,500 million from Resona Bank. |
| Impact on Business Performance | The impact on earnings of the synergies expected to be realized through the Transaction is difficult to estimate specifically at this time, and has not been reflected in the financial projections or the valuation conducted by KPMG. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 |
| Execution Date / Effective Date | The tender offer is scheduled to run from 15 May to 25 June 2026. The share consolidation, the acquisition of treasury shares by us and the reinvestment are scheduled for around October 2026. The timing of the merger has not been determined. |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | KPMG FAS Co., Ltd. |
| Special Committee | Established. The committee comprises 3 members: 2 outside directors who are independent officers and 1 outside Audit & Supervisory Board Member who is an independent officer. |
| Conditions Precedent to Execution | Completion of the tender offer, approval at an extraordinary general meeting of shareholders concerning the share consolidation and the share consolidation taking effect, and the provision of funds and other matters necessary for our acquisition of treasury shares. |
| Management structure after acquisition | In principle, the current management structure is expected to be maintained, and our management autonomy is expected to be maintained and respected. In principle, current employment terms are also expected to be maintained for employees. The parties will consider leveraging Sparx's network, expanding the customer base, pursuing additional M&A and alliances, visualizing and transferring production technologies, and promoting DX. |
Items this document does not state (11)
Location 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)
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 rationale is to expand the customer base for new businesses, including the motor business, by leveraging Sparx Group's network of portfolio companies and external talent, and to advance M&A and alliances, the visualization of production technologies and skills, and operational transformation through DX. Other reasons cited include reducing the costs of maintaining a listing through the privatization and increasing management flexibility to pursue medium- to long-term growth initiatives without being influenced by short-term performance.
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.