Worth reading
55In focus
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 share (tender offer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyGerbera 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
Supplier of forged components for kei cars, compact commercial vehicles and other vehicles. Motor business, a new business.
Consideration and expenses
Type of ConsiderationCash (¥7,600 per common share)
Tender offer price¥7,600 per common share
Minimum number of shares to be purchased867,000 shares (30.29% ownership)
Tender offer periodFrom 15 May 2026 to 25 June 2026 (30 business days)
Funding arrangementsFollowing the tender offer, the tender offeror plans to provide METALART CORPORATION with funds to be used as consideration for METALART CORPORATION's repurchase of its treasury shares. The method of financing is Not disclosed.
Procedures and assumptions
Conditions Precedent to ExecutionThe minimum number of shares to be purchased is 867,000 shares. Approval of this share consolidation must be obtained at an extraordinary general meeting of shareholders. Details of the merger are scheduled to be determined following the completion of the tender offer, after consideration and consultation.
Management structure after acquisitionAn absorption-type merger between the tender offeror and METALART CORPORATION is planned after completion of the transaction, but the timing and details, including the surviving company in the absorption-type merger, have not been determined. Ultimately, the tender offeror, whose shareholders will be Nippon Monozukuri Mirai Fund No. 2 and Daihatsu Motor Co., Ltd., is expected to make METALART CORPORATION a wholly owned subsidiary. The treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Gerbera holdings株式会社 |
| Name of the Subject Company | METALART CORPORATION |
| Business Description of the Subject Company | Supplier of forged components for kei cars, compact commercial vehicles and other vehicles. Motor business, a new business. |
| Type of Consideration | Cash (¥7,600 per common share) |
| Tender offer price | ¥7,600 per common share |
| Minimum number of shares to be purchased | 867,000 shares (30.29% ownership) |
| Tender offer period | From 15 May 2026 to 25 June 2026 (30 business days) |
| Number of shares acquired | 1,825,640 shares (planned number of shares to be purchased) / Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0% (as of today, the offeror does not own any shares of the target company) → after At least 30.29% (if the minimum number of shares to be purchased is reached); ultimately, METALART CORPORATION will become a wholly owned subsidiary |
| Funding arrangements | Following the tender offer, the tender offeror plans to provide METALART CORPORATION with funds to be used as consideration for METALART CORPORATION's repurchase of its treasury shares. The method of financing is Not disclosed. |
| Date of board resolution | 14 May 2026 (METALART CORPORATION's board of directors); the date of the tender offeror's board resolution is Not disclosed |
| Execution Date / Effective Date | Settlement commencement date: 2 July 2026. This extraordinary general meeting of shareholders: scheduled for around late August 2026. Timing of the merger: undecided. |
| Conditions Precedent to Execution | The minimum number of shares to be purchased is 867,000 shares. Approval of this share consolidation must be obtained at an extraordinary general meeting of shareholders. Details of the merger are scheduled to be determined following the completion of the tender offer, after consideration and consultation. |
| Management structure after acquisition | An absorption-type merger between the tender offeror and METALART CORPORATION is planned after completion of the transaction, but the timing and details, including the surviving company in the absorption-type merger, have not been determined. Ultimately, the tender offeror, whose shareholders will be Nippon Monozukuri Mirai Fund No. 2 and Daihatsu Motor Co., Ltd., is expected to make METALART CORPORATION a wholly owned subsidiary. The treatment of employees is Not disclosed. |
Items this document does not state (17)
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 CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract 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 states that, in light of changes in the business environment accompanying the decarbonization of the automotive industry and the shift toward CASE, strengthening its existing businesses and expanding into new areas, including the motor business, will require upfront costs and substantial investment. Maintaining its listing could adversely affect profits, cash flow and the share price in the short term. The reasons cited are therefore to take the company private and pursue long-term management transformation, while maintaining a certain degree of involvement by Daihatsu Motor Co., Ltd.
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