Worth reading
91Important
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
1110
¥ per shareWording
Definitive
How definitive the wording is.This transaction
This tender offerCounterpartyShareholders and holders of stock acquisition rights of Matsuya R&D Co., Ltd., Goto Hidetaka (後藤秀隆氏), Goto Tomohiro (後藤倫啓氏), Goto Masahiro (後藤匡啓氏), ゴトウホールディング株式会社
Disclosing companyOMRON 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
Development, manufacture and sale of automated sewing machines, and manufacture and sale of various sewn products using proprietary automated sewing machines
Location Ono, Fukui Prefecture
Consideration and expenses
Acquisition price¥1,110 per share (¥717,600 per stock acquisition right)
Type of ConsiderationCash
Tender offer price¥1,110 per common share and ¥717,600 per stock acquisition right
Minimum number of shares to be purchased11,230,300 shares
Tender offer periodFrom 19 May 2026 through 15 June 2026 (20 business days). If the target company requests an extension, through 29 June 2026 (30 business days)
Procedures and assumptions
Valuation methodologyMarket price method, comparable companies analysis and DCF method (tender offeror); average market price method and DCF method (target company)
Independent valuation institutionMizuho Securities Co., Ltd.; Nomura Securities Co., Ltd.
Special CommitteeEstablished. The 3 members are Nishikimi Mitsuhiro (錦見光弘氏), Sasaki Yutaka (佐々木豊氏) and Uruma Keigo (漆間圭吾氏), comprising 2 independent outside Audit & Supervisory Board members and 1 independent outside director.
Conditions Precedent to ExecutionApproval and recommendation to tender by the target company's board of directors; a favorable opinion from the Special Committee; completion of procedures required under foreign competition laws; no undisclosed material facts or other matters; no petition or other action prohibiting or restricting commencement of the tender offer; no material adverse effect; and continued validity of the tender agreement, among other conditions.
Management structure after acquisitionThe tender offeror expects to respect the target company's corporate culture and management independence and, for the time being, continue its existing management policies and structure. Coordination, including the secondment of officers from the group, is planned, but no decisions have been made. The target company is expected to become a wholly owned subsidiary and be delisted.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Shareholders and holders of stock acquisition rights of Matsuya R&D Co., Ltd., Goto Hidetaka (後藤秀隆氏), Goto Tomohiro (後藤倫啓氏), Goto Masahiro (後藤匡啓氏), ゴトウホールディング株式会社 |
| Name of the Subject Company | Matsuya R&D Co., Ltd. |
| Business Description of the Subject Company | Development, manufacture and sale of automated sewing machines, and manufacture and sale of various sewn products using proprietary automated sewing machines |
| Location of the Subject Company | Ono, Fukui Prefecture |
| Acquisition price | ¥1,110 per share (¥717,600 per stock acquisition right) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,110 per common share and ¥717,600 per stock acquisition right |
| Minimum number of shares to be purchased | 11,230,300 shares |
| Tender offer period | From 19 May 2026 through 15 June 2026 (20 business days). If the target company requests an extension, through 29 June 2026 (30 business days) |
| Number of shares acquired | The tender offeror intends to acquire all shares and stock acquisition rights of the target company, excluding shares held by the tender offeror, treasury shares and other excluded securities. The shares subject to tender agreements total 11,080,000 shares. |
| Voting rights ownership percentage | Before 14.64% → after 66.57% (assuming the minimum number of shares to be purchased) |
| Date of board resolution | 18 May 2026 |
| Contract Date | 15 December 2025 (tender agreement) |
| Execution Date / Effective Date | 19 May 2026 (tender offer commencement date). A squeeze-out is planned after the tender offer. |
| Valuation methodology | Market price method, comparable companies analysis and DCF method (tender offeror); average market price method and DCF method (target company) |
| Independent valuation institution | Mizuho Securities Co., Ltd.; Nomura Securities Co., Ltd. |
| Special Committee | Established. The 3 members are Nishikimi Mitsuhiro (錦見光弘氏), Sasaki Yutaka (佐々木豊氏) and Uruma Keigo (漆間圭吾氏), comprising 2 independent outside Audit & Supervisory Board members and 1 independent outside director. |
| Conditions Precedent to Execution | Approval and recommendation to tender by the target company's board of directors; a favorable opinion from the Special Committee; completion of procedures required under foreign competition laws; no undisclosed material facts or other matters; no petition or other action prohibiting or restricting commencement of the tender offer; no material adverse effect; and continued validity of the tender agreement, among other conditions. |
| Management structure after acquisition | The tender offeror expects to respect the target company's corporate culture and management independence and, for the time being, continue its existing management policies and structure. Coordination, including the secondment of officers from the group, is planned, but no decisions have been made. The target company is expected to become a wholly owned subsidiary and be delisted. |
Items this document does not state (12)
Capital 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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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 procedures required under the competition laws of Taiwan and Vietnam have been completed, and the conditions precedent to the tender offer have been satisfied, including the target company's approval and recommendation to tender, the Special Committee's favorable opinion, and confirmation that no material adverse effect has occurred.
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