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
7957
¥ per shareWording
Conditional
How definitive the wording is.This transaction
Tender offerCounterpartyＣＳＲＩ１７号株式会社, 株式会社三井 E&S
Disclosing companyKAJI TECHNOLOGY 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
The company is principally engaged in the manufacture and sale of air compressors, gas compressors and other products, and provides products for a broad range of industries, including plants, electric power, PET bottle molding and hydrogen. In addition to manufacturing and selling compressor units, it operates an after-sales service business, including maintenance and parts supply after delivery, supporting the stable operation of customers' facilities.
Date of incorporation Kaji Iron Works was established in May 1905 and incorporated as 株式会社加地鉄工所 in February 1934
Net Sales¥7,186 million (fiscal year ending March 2027, financial forecast)
Operating profit¥970 million (fiscal year ending March 2027, financial forecast)
Consideration and expenses
Acquisition price¥7,957 per share of our stock (tender offer price)
Type of ConsiderationCash
Tender offer price¥7,957 per share of our stock. The tender offer price for the stock acquisition rights is not disclosed
Minimum number of shares to be purchased258,300 shares (minimum set)
Tender offer periodFrom 11 November 2026 to 23 December 2026 (30 business days)
Funding arrangementsThe tender offeror is expected to receive an equity contribution from its parent company, which is expected to obtain a loan from Aozora Bank,Ltd. The equity contribution is expected to be allocated to the settlement funds for this tender offer
Impact on Business Performance
No specific amount of the impact of this transaction on financial results is stated. The dividend forecast for the fiscal year ending March 2027 has been revised to no dividend, conditional on completion of this tender offer
Procedures and assumptions
Valuation methodologyMarket share price average method, comparable company analysis and discounted cash flow method (DCF method)
Independent valuation institutionFrontier Management Inc.
Special CommitteeEstablished. Comprises 3 members: Nakatsuka Hidetoshi (中塚秀聡), Teramoto Mayumi (寺本真裕美) and Hirota Tomoyuki (廣田知之). The members include outside directors, outside corporate auditors, independent officers, a certified tax accountant and a certified social insurance and labor consultant
Conditions Precedent to ExecutionTendering of at least 258,300 shares, the minimum number of shares to be purchased. Following completion of this tender offer, the statutory procedures under the Companies Act described in the disclosure, including approval at an extraordinary general meeting of shareholders for the share consolidation, will be carried out
Management structure after acquisitionThe current management team is expected to continue to play a central role in management, joined by CSRI officers and employees and, as necessary, outside personnel recruited for the purpose. Details have not yet been determined. Employment will be maintained for employees on terms no less favorable than their current terms, with further improvements in treatment to be pursued. The merger is scheduled to take place after the purchase of treasury shares, but details such as the surviving company have not yet been determined
| Item | Details |
|---|---|
| Transaction name | Tender offer |
| Counterparty name | ＣＳＲＩ１７号株式会社, 株式会社三井 E&S |
| Name of the Subject Company | 株式会社加地テック |
| Business Description of the Subject Company | The company is principally engaged in the manufacture and sale of air compressors, gas compressors and other products, and provides products for a broad range of industries, including plants, electric power, PET bottle molding and hydrogen. In addition to manufacturing and selling compressor units, it operates an after-sales service business, including maintenance and parts supply after delivery, supporting the stable operation of customers' facilities. |
| Date of Establishment of the Subject Company | Kaji Iron Works was established in May 1905 and incorporated as 株式会社加地鉄工所 in February 1934 |
| Net Sales of the Subject Company | ¥7,186 million (fiscal year ending March 2027, financial forecast) |
| Operating Profit of the Subject Company | ¥970 million (fiscal year ending March 2027, financial forecast) |
| Acquisition price | ¥7,957 per share of our stock (tender offer price) |
| Type of Consideration | Cash |
| Tender offer price | ¥7,957 per share of our stock. The tender offer price for the stock acquisition rights is not disclosed |
| Minimum number of shares to be purchased | 258,300 shares (minimum set) |
| Tender offer period | From 11 November 2026 to 23 December 2026 (30 business days) |
| Number of shares acquired | All of our shares, excluding the shares not tendered under the agreement and treasury shares held by us, are expected to be acquired. The minimum number of shares to be purchased is 258,300, representing 2,583 voting rights |
| Voting rights ownership percentage | Before 0.00% (tender offeror as of today) → after 66.67% (based on the minimum number of shares to be purchased and the reference number of shares) / ultimately 100% (to become a wholly owned subsidiary) |
| Funding arrangements | The tender offeror is expected to receive an equity contribution from its parent company, which is expected to obtain a loan from Aozora Bank,Ltd. The equity contribution is expected to be allocated to the settlement funds for this tender offer |
| Impact on Business Performance | No specific amount of the impact of this transaction on financial results is stated. The dividend forecast for the fiscal year ending March 2027 has been revised to no dividend, conditional on completion of this tender offer |
| Date of board resolution | 10 November 2026 |
| Contract Date | 10 November 2026 (agreement not to tender shares in the tender offer) |
| Execution Date / Effective Date | This tender offer will run from 11 November to 23 December 2026. The share consolidation and purchase of treasury shares are scheduled for around March 2027. The timing of the merger has not been determined |
| Valuation methodology | Market share price average method, comparable company analysis and discounted cash flow method (DCF method) |
| Independent valuation institution | Frontier Management Inc. |
| Special Committee | Established. Comprises 3 members: Nakatsuka Hidetoshi (中塚秀聡), Teramoto Mayumi (寺本真裕美) and Hirota Tomoyuki (廣田知之). The members include outside directors, outside corporate auditors, independent officers, a certified tax accountant and a certified social insurance and labor consultant |
| Conditions Precedent to Execution | Tendering of at least 258,300 shares, the minimum number of shares to be purchased. Following completion of this tender offer, the statutory procedures under the Companies Act described in the disclosure, including approval at an extraordinary general meeting of shareholders for the share consolidation, will be carried out |
| Management structure after acquisition | The current management team is expected to continue to play a central role in management, joined by CSRI officers and employees and, as necessary, outside personnel recruited for the purpose. Details have not yet been determined. Employment will be maintained for employees on terms no less favorable than their current terms, with further improvements in treatment to be pursued. The merger is scheduled to take place after the purchase of treasury shares, but details such as the surviving company have not yet been determined |
Items this document does not state (8)
Location of the Subject CompanyCapital Stock 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 aim is to enhance corporate value by leveraging CSRI's management support, human resources network, and expertise in business operations and development to improve the company's ability to provide customized solutions and its productivity, increase the profitability of after-sales services, develop human resources, and expand into markets related to hydrogen and carbon neutrality as well as overseas markets.
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