Worth reading
78Important
Scored from 3 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
113
¥ per share (increase in the tender offer price)Wording
Definitive
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.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥7,713 per common share
Minimum number of shares to be purchased849,600 shares (ownership ratio: 29.68%)
Tender offer periodFrom 15 May 2026 through 28 July 2026 (52 business days)
Procedures and assumptions
Conditions Precedent to ExecutionSubject to the share consolidation and the effectiveness of the share consolidation, an extraordinary general meeting of shareholders is scheduled to be held to submit a proposal to amend the Articles of Incorporation to abolish the provisions on the number of shares constituting one unit.
Management structure after acquisitionFollowing the completion by the offeror of the acquisition of all shares of the target company, an extraordinary general meeting of shareholders is scheduled to be held, including proposals for a share consolidation and the abolition of the provisions on the number of shares constituting one unit. Non-tendering shareholders are ultimately scheduled to receive cash. The corporate name, representative and treatment of employees are 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 |
| Tender offer price | ¥7,713 per common share |
| Minimum number of shares to be purchased | 849,600 shares (ownership ratio: 29.68%) |
| Tender offer period | From 15 May 2026 through 28 July 2026 (52 business days) |
| Voting rights ownership percentage | Before 30.29％ → after 29.68％ |
| Date of board resolution | 13 July 2026 (target company's board of directors) |
| Execution Date / Effective Date | 4 August 2026 (settlement start date) |
| Conditions Precedent to Execution | Subject to the share consolidation and the effectiveness of the share consolidation, an extraordinary general meeting of shareholders is scheduled to be held to submit a proposal to amend the Articles of Incorporation to abolish the provisions on the number of shares constituting one unit. |
| Management structure after acquisition | Following the completion by the offeror of the acquisition of all shares of the target company, an extraordinary general meeting of shareholders is scheduled to be held, including proposals for a share consolidation and the abolition of the provisions on the number of shares constituting one unit. Non-tendering shareholders are ultimately scheduled to receive cash. The corporate name, representative and treatment of employees are 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 ratioNumber of shares acquiredFunding 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.The company explained that, in light of the status of shareholder tenders, market trading and the outlook for future tenders, it would provide shareholders with a higher opportunity to sell than before and sufficient time to consider the offer, thereby increasing the likelihood that the tender offer would be completed.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.