Worth reading
67In 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
Yen (amount of the increase in the tender offer price per share)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.
Target company
Net assetsNet assets per share: ¥9,095.16
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥7,713 per share (before the change: ¥7,600)
Minimum number of shares to be purchased29.68% of voting rights (before the change: 30.29%)
Tender offer period15 May 2026 to 28 July 2026, 52 business days (previous end date: 13 July)
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and discounted cash flow method
Independent valuation institutionKPMG
Special CommitteeThe target company's special committee is mentioned. The number and attributes of its members are not disclosed.
Conditions Precedent to ExecutionExtension of the tender offer period where required by law or regulation
Management structure after acquisitionThe tender offeror and Daihatsu Motor Co., Ltd. intend to take METALART CORPORATION private and enhance its corporate value by resolving business and capital-related issues. The company 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 |
| Net Assets of the Subject Company | Net assets per share: ¥9,095.16 |
| Type of Consideration | Cash |
| Tender offer price | ¥7,713 per share (before the change: ¥7,600) |
| Minimum number of shares to be purchased | 29.68% of voting rights (before the change: 30.29%) |
| Tender offer period | 15 May 2026 to 28 July 2026, 52 business days (previous end date: 13 July) |
| Voting rights ownership percentage | Before 30.29% (minimum number of shares to be purchased) → after 29.68% (minimum number of shares to be purchased) |
| Contract Date | 14 May 2026 (agreement with Daihatsu Motor Co., Ltd. and ゴーシュー株式会社) |
| Execution Date / Effective Date | Scheduled settlement commencement date: 4 August 2026 |
| Valuation methodology | Market price method, comparable company analysis and discounted cash flow method |
| Independent valuation institution | KPMG |
| Special Committee | The target company's special committee is mentioned. The number and attributes of its members are not disclosed. |
| Conditions Precedent to Execution | Extension of the tender offer period where required by law or regulation |
| Management structure after acquisition | The tender offeror and Daihatsu Motor Co., Ltd. intend to take METALART CORPORATION private and enhance its corporate value by resolving business and capital-related issues. The company name, representative and treatment of employees are not disclosed. |
Items this document does not state (16)
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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolution
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 increased the price and lowered the minimum purchase threshold to provide shareholders with a better opportunity to tender and sell their shares, taking into account discussions with the target company and share price movements. These changes were also intended to increase the likelihood of completing the tender offer, given concerns that instability in the target company's business could impair its corporate value.
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.