Worth reading
57In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
—
Direction inferred from the company’s description.Scale
1700
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyYamada Kiyohisa (山田清久氏), Yamada Misako (山田みさ子氏), Target company shareholders (shareholders tendering their shares in this tender offer)
Disclosing companySHINPO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash (¥1,700 per common share)
Tender offer price¥1,700 per common share
Minimum number of shares to be purchased1,710,950 shares
Tender offer period30 April 2026 to 15 June 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of share certificates and other securities tendered must be at least the minimum number of shares to be acquired, 1,710,950 shares. If the number tendered does not reach the minimum, none of the tendered share certificates and other securities will be purchased.
Management structure after acquisitionYamada Kiyohisa (山田清久氏) is expected to continue managing the target company as a director following the transaction. For the time being, the current management structure, including the current composition of the officers, will in principle be maintained, with the details to be determined through consultation with the target company following the transaction.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Yamada Kiyohisa (山田清久氏), Yamada Misako (山田みさ子氏), Target company shareholders (shareholders tendering their shares in this tender offer) |
| Name of the Subject Company | SHINPO CO.,LTD. |
| Type of Consideration | Cash (¥1,700 per common share) |
| Tender offer price | ¥1,700 per common share |
| Minimum number of shares to be purchased | 1,710,950 shares |
| Tender offer period | 30 April 2026 to 15 June 2026 (30 business days) |
| Number of shares acquired | Maximum number of shares to be acquired: 3,544,502 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 35.56％ (after not disclosed) |
| Date of board resolution | 28 April 2026 |
| Execution Date / Effective Date | 22 June 2026 (settlement commencement date) |
| Conditions Precedent to Execution | The total number of share certificates and other securities tendered must be at least the minimum number of shares to be acquired, 1,710,950 shares. If the number tendered does not reach the minimum, none of the tendered share certificates and other securities will be purchased. |
| Management structure after acquisition | Yamada Kiyohisa (山田清久氏) is expected to continue managing the target company as a director following the transaction. For the time being, the current management structure, including the current composition of the officers, will in principle be maintained, with the details to be determined through consultation with the target company following the transaction. |
Items this document does not state (19)
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 ratioFunding 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 acquire all of the target company's shares, excluding shares owned by the tender offeror and treasury shares held by the target company, and take the target company private. In addition, Yamada Kiyohisa (山田清久氏) will continue to manage the target company as a director following the transaction, and the current management structure will in principle be maintained for the time being.
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.