Worth reading
84Important
Scored from 3 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
12
Business daysWording
Definitive
How definitive the wording is.This transaction
This tender offerCounterpartyGerbera holdings株式会社
Disclosing companyMETALART CORPORATION
TimelineThe spacing between the points is proportional to the actual number of days.
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 (ownership ratio: 30.29%)
Tender offer periodFrom 15 May 2026 (Friday) to 13 July 2026 (Monday) (42 business days)
Procedures and assumptions
Conditions Precedent to ExecutionFollowing completion of settlement for this tender offer, a request is expected to be made to convene an extraordinary general meeting of shareholders. Subject to the share consolidation becoming effective, the articles of incorporation are expected to be amended to abolish the provision specifying the number of shares constituting one unit.
Management structure after acquisitionThe policy is to make the target company a wholly owned subsidiary. A share consolidation and other measures are expected to be implemented following completion of settlement, and the extraordinary general meeting of shareholders is scheduled for around mid-September 2026. The corporate name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Gerbera holdings株式会社 |
| Name of the Subject Company | METALART CORPORATION |
| 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 (ownership ratio: 30.29%) |
| Tender offer period | From 15 May 2026 (Friday) to 13 July 2026 (Monday) (42 business days) |
| Number of shares acquired | Planned number of shares to be purchased: 1,825,640 shares. Number of voting rights: not disclosed |
| Date of board resolution | 25 June 2026 (decision by the tender offeror to extend the period). The target company's board resolution to approve the tender offer and recommend that shareholders tender their shares was made on 14 May 2026. |
| Execution Date / Effective Date | Settlement commencement date: 21 July 2026 (Tuesday). The extraordinary general meeting of shareholders is scheduled for around mid-September 2026. |
| Conditions Precedent to Execution | Following completion of settlement for this tender offer, a request is expected to be made to convene an extraordinary general meeting of shareholders. Subject to the share consolidation becoming effective, the articles of incorporation are expected to be amended to abolish the provision specifying the number of shares constituting one unit. |
| Management structure after acquisition | The policy is to make the target company a wholly owned subsidiary. A share consolidation and other measures are expected to be implemented following completion of settlement, and the extraordinary general meeting of shareholders is scheduled for around mid-September 2026. The corporate name, representative and treatment of employees: not disclosed |
Items this document does not state (20)
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 ratioVoting rights ownership percentageFunding arrangementsGoodwill 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.To provide METALART CORPORATION shareholders with a further opportunity to consider whether to tender their shares. In addition, METALART CORPORATION is scheduled to submit its annual securities report on 26 June 2026, and an amended tender offer registration statement is expected to be required following the submission. The extension is therefore intended to secure in advance the tender offer period required under applicable laws and regulations.
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