Worth reading
64In 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
113
¥ per share (increase in the tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offer (change in the terms of this tender offer)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.
Consideration and expenses
Acquisition price¥7,713 per share (total amount not disclosed)
Type of ConsiderationCash
Tender offer price¥7,713 per share of our common stock. The tender offer price for stock acquisition rights is Not disclosed.
Minimum number of shares to be purchasedChanged to 849,600 shares (29.68% ownership interest)
Tender offer periodFrom 15 May 2026 through 28 July 2026, for a total of 52 business days
Funding arrangementsA portion of the funds required for this tender offer is expected to be financed through an LBO loan.
Impact on Business Performance
Even after the increase in the amount borrowed under the LBO loan in connection with the change in the tender offer terms, the change is not expected to affect our business operations, and the disadvantages that may arise from this transaction remain limited, according to the explanation provided.
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis)
Independent valuation institutionKPMG
Special CommitteeEstablished. The three members are Oishi Yuto (大石悠人), Ogino Nao (荻野奈緒) and Muramatsu Chisako (村松千左子). The additional written opinion dated 13 July 2026 was approved unanimously by all members.
Conditions Precedent to ExecutionThe total number of share certificates and other securities tendered must be at least 849,600 shares, the minimum number of shares to be purchased. A special resolution under the Companies Act is required for the consolidation of shares following completion of the tender offer. The procedures and timing may change due to amendments to or enforcement of applicable laws and regulations, interpretations by authorities and other factors.
Management structure after acquisitionDaihatsu Motor Co., Ltd. is expected to remain involved in the management of the Company after this transaction to approximately the same extent as before the transaction. Following the re-investment, the ownership interests in the tender offeror are expected to be 66.7% for Japan Manufacturing Future No. 2 Fund (日本モノづくり未来2号ファンド) and 33.3% for Daihatsu Motor Co., Ltd. The Company's shares are scheduled to be privatized through a consolidation of shares and other measures. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer (change in the terms of this tender offer) |
| Counterparty name | Gerbera holdings株式会社 |
| Name of the Subject Company | METALART CORPORATION |
| Acquisition price | ¥7,713 per share (total amount not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥7,713 per share of our common stock. The tender offer price for stock acquisition rights is Not disclosed. |
| Minimum number of shares to be purchased | Changed to 849,600 shares (29.68% ownership interest) |
| Tender offer period | From 15 May 2026 through 28 July 2026, for a total of 52 business days |
| Number of shares acquired | Minimum number of shares to be purchased: 849,600 shares (8,496 voting rights). Actual number of shares acquired: Not disclosed |
| Voting rights ownership percentage | Before 30.29% (ownership interest corresponding to the pre-change minimum number of shares to be purchased) → after 29.68% (ownership interest corresponding to the revised minimum number of shares to be purchased) |
| Funding arrangements | A portion of the funds required for this tender offer is expected to be financed through an LBO loan. |
| Impact on Business Performance | Even after the increase in the amount borrowed under the LBO loan in connection with the change in the tender offer terms, the change is not expected to affect our business operations, and the disadvantages that may arise from this transaction remain limited, according to the explanation provided. |
| Date of board resolution | 13 July 2026 (resolution concerning the change in terms; initial resolution: 14 May 2026) |
| Contract Date | 14 May 2026 |
| Execution Date / Effective Date | This tender offer commenced on 15 May 2026. The tender offer period is scheduled to end on 28 July 2026. An extraordinary general meeting of shareholders concerning the consolidation of shares is scheduled for around late September 2026, and the acquisition of treasury shares by the Company and the re-investment are scheduled for around October 2026. |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | KPMG |
| Special Committee | Established. The three members are Oishi Yuto (大石悠人), Ogino Nao (荻野奈緒) and Muramatsu Chisako (村松千左子). The additional written opinion dated 13 July 2026 was approved unanimously by all members. |
| Conditions Precedent to Execution | The total number of share certificates and other securities tendered must be at least 849,600 shares, the minimum number of shares to be purchased. A special resolution under the Companies Act is required for the consolidation of shares following completion of the tender offer. The procedures and timing may change due to amendments to or enforcement of applicable laws and regulations, interpretations by authorities and other factors. |
| Management structure after acquisition | Daihatsu Motor Co., Ltd. is expected to remain involved in the management of the Company after this transaction to approximately the same extent as before the transaction. Following the re-investment, the ownership interests in the tender offeror are expected to be 66.7% for Japan Manufacturing Future No. 2 Fund (日本モノづくり未来2号ファンド) and 33.3% for Daihatsu Motor Co., Ltd. The Company's shares are scheduled to be privatized through a consolidation of shares and other measures. Employee treatment: Not disclosed |
Items this document does not state (12)
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 CompanyExpenses 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 tender offeror raised the tender offer price and extended the tender offer period in light of market trading conditions for our shares, the status of shareholder tenders and the outlook for future tenders, in order to improve the likelihood of completing the tender offer and provide shareholders with a higher selling opportunity than before and sufficient time for consideration. The minimum number of shares to be purchased was also lowered to improve the certainty of completing the tender offer, to the extent that this would not hinder the privatization of our shares.
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