Worth reading
74In 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
1700
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyヤマタケ総業株式会社
Disclosing companySHINPO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The company’s principal business is the smokeless roaster business, including the manufacture and sale of smokeless roasters; the sale of related components such as rosters, grill nets and ceramic charcoal; total system design, installation and maintenance services for smokeless roasters; and grate cleaning services, consisting of grate cleaning and grate rental.
Date of incorporation April 1971
Net Sales¥5,166 million (third quarter of the fiscal year ending June 2026, consolidated)
Operating profit¥556 million (third quarter of the fiscal year ending June 2026, consolidated)
Net income for the current fiscal year¥381 million (third quarter of the fiscal year ending June 2026, consolidated quarterly net income attributable to owners of the parent)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,700 per share of the company. The purchase price for the stock acquisition rights is Not disclosed
Minimum number of shares to be purchased1,710,950 shares (31.10% ownership). No upper limit has been set
Tender offer period30 business days. The start and end dates are Not disclosed
Funding arrangementsBorrowings from Hyakugo Bank, Ltd. and Nomura Capital Investment Co., Ltd. (the acquisition loan for this transaction)
Impact on Business Performance
The synergies expected to be realized through the execution of this transaction have not been incorporated into the financial projections because they are difficult to estimate specifically at this time.
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis)
Independent valuation institution株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee consists of 3 members: 2 independent outside directors and 1 independent outside Audit & Supervisory Board member. The members are Achiwa Tomohiro (阿知波智大), Segi Tatsuya (瀬木達也) and Takahashi Yuko (高橋裕子).
Conditions Precedent to ExecutionThe acquisition loan is scheduled to be drawn subject to the successful completion of this tender offer. Completion of the tender offer requires tenders for at least the minimum number of shares sought, 1,710,950 shares. Following completion, if the bidder holds 90% or more, a demand for the sale of shares is planned; if it holds less than 90%, a share consolidation and approval procedures at an extraordinary general meeting of shareholders are planned.
Management structure after acquisitionYamada Kiyohisa (山田清久) is expected to continue managing the company as a director after this transaction. The intention is, in principle, to maintain the current management structure, including the current composition of the officers, for the time being. The intention is also, in principle, to maintain the current employment conditions and treatment of employees. An incentive program for officers and employees is planned, but its specific details and implementation timing have not been determined.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | ヤマタケ総業株式会社 |
| Name of the Subject Company | SHINPO CO.,LTD. |
| Business Description of the Subject Company | The company’s principal business is the smokeless roaster business, including the manufacture and sale of smokeless roasters; the sale of related components such as rosters, grill nets and ceramic charcoal; total system design, installation and maintenance services for smokeless roasters; and grate cleaning services, consisting of grate cleaning and grate rental. |
| Date of Establishment of the Subject Company | April 1971 |
| Net Sales of the Subject Company | ¥5,166 million (third quarter of the fiscal year ending June 2026, consolidated) |
| Operating Profit of the Subject Company | ¥556 million (third quarter of the fiscal year ending June 2026, consolidated) |
| Net Income of the Subject Company | ¥381 million (third quarter of the fiscal year ending June 2026, consolidated quarterly net income attributable to owners of the parent) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,700 per share of the company. The purchase price for the stock acquisition rights is Not disclosed |
| Minimum number of shares to be purchased | 1,710,950 shares (31.10% ownership). No upper limit has been set |
| Tender offer period | 30 business days. The start and end dates are Not disclosed |
| Voting rights ownership percentage | Before 35.56% (after not disclosed) |
| Funding arrangements | Borrowings from Hyakugo Bank, Ltd. and Nomura Capital Investment Co., Ltd. (the acquisition loan for this transaction) |
| Impact on Business Performance | The synergies expected to be realized through the execution of this transaction have not been incorporated into the financial projections because they are difficult to estimate specifically at this time. |
| Date of board resolution | 28 April 2026 |
| Execution Date / Effective Date | Following the successful completion of this tender offer, mid-June 2026; this reinvestment, late June 2026; this squeeze-out procedure, from mid-August to late September 2026 (planned) |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee consists of 3 members: 2 independent outside directors and 1 independent outside Audit & Supervisory Board member. The members are Achiwa Tomohiro (阿知波智大), Segi Tatsuya (瀬木達也) and Takahashi Yuko (高橋裕子). |
| Conditions Precedent to Execution | The acquisition loan is scheduled to be drawn subject to the successful completion of this tender offer. Completion of the tender offer requires tenders for at least the minimum number of shares sought, 1,710,950 shares. Following completion, if the bidder holds 90% or more, a demand for the sale of shares is planned; if it holds less than 90%, a share consolidation and approval procedures at an extraordinary general meeting of shareholders are planned. |
| Management structure after acquisition | Yamada Kiyohisa (山田清久) is expected to continue managing the company as a director after this transaction. The intention is, in principle, to maintain the current management structure, including the current composition of the officers, for the time being. The intention is also, in principle, to maintain the current employment conditions and treatment of employees. An incentive program for officers and employees is planned, but its specific details and implementation timing have not been determined. |
Items this document does not state (10)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract Date
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.In light of the mature domestic yakiniku market and the challenging business environment, including higher raw material and energy prices and rising labor costs, the aim is to pursue overseas operations and new businesses, such as grate cleaning and automatic fire-extinguishing systems, more flexibly by taking the company private. The reduction of listing-related costs and the avoidance of the risk of short-term declines in profits and the share price were also cited as reasons.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.