Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
23
¥100 million (sales that could be lost in the fiscal year ending February 2027 due to the suspension or reduction of transactions with mass retailers)Wording
Conditional
How definitive the wording is.This transaction
This Tender Offer (the Transaction)Counterparty株式会社ジャパネットホールディングス
Disclosing companyTWINBIRD CORPORATION
Date of board resolution31 August 2026
Execution Date / Effective DateAs the Company has expressed its opposition, ジャパネットホールディングス plans to withdraw its proposal and not conduct the tender offer.
Target company
B2C business for consumers and B2B business for commercial customers
Net Sales¥8,998 million (fiscal year ended February 2026)
Operating profitOperating loss of ¥855 million (fiscal year ended February 2026)
Net income for the current fiscal yearNet loss of approximately ¥1,218 million (fiscal year ended February 2026)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥800 per share (the purchase price for the stock acquisition rights is Not disclosed)
Minimum number of shares to be purchased7,270,800 shares
Tender offer periodStart date: expected to commence around late October 2026; end date: Not disclosed; 30 business days
Impact on Business Performance
If this transaction is completed, the Company estimates that it could lose approximately ¥2.3 billion in sales in the fiscal year ending February 2027 and cumulative sales of approximately ¥8.7 billion over the five-year period due to the suspension or reduction of transactions with mass retailers.
Procedures and assumptions
Valuation methodologyDCF analysis
Independent valuation institution株式会社プルータス・コンサルティング
Special CommitteeEstablished. Comprises 3 independent outside directors, 2 of whom are outside directors serving as Audit and Supervisory Committee members.
Conditions Precedent to ExecutionIf the Company expresses an opinion opposing this tender offer, or if 30 October 2026 passes without the Company expressing any opinion, ジャパネットホールディングス will withdraw its proposal and not conduct the tender offer.
Management structure after acquisitionジャパネットホールディングス has stated that it will respect the Company's corporate culture and give consideration to the employment and treatment of its employees. Specific details regarding changes to the representative or management structure are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | 株式会社ジャパネットホールディングス |
| Name of the Subject Company | TWINBIRD CORPORATION |
| Business Description of the Subject Company | B2C business for consumers and B2B business for commercial customers |
| Net Sales of the Subject Company | ¥8,998 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥855 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | Net loss of approximately ¥1,218 million (fiscal year ended February 2026) |
| Type of Consideration | Cash |
| Tender offer price | ¥800 per share (the purchase price for the stock acquisition rights is Not disclosed) |
| Minimum number of shares to be purchased | 7,270,800 shares |
| Tender offer period | Start date: expected to commence around late October 2026; end date: Not disclosed; 30 business days |
| Impact on Business Performance | If this transaction is completed, the Company estimates that it could lose approximately ¥2.3 billion in sales in the fiscal year ending February 2027 and cumulative sales of approximately ¥8.7 billion over the five-year period due to the suspension or reduction of transactions with mass retailers. |
| Date of board resolution | 31 August 2026 |
| Execution Date / Effective Date | As the Company has expressed its opposition, ジャパネットホールディングス plans to withdraw its proposal and not conduct the tender offer. |
| Valuation methodology | 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. Comprises 3 independent outside directors, 2 of whom are outside directors serving as Audit and Supervisory Committee members. |
| Conditions Precedent to Execution | If the Company expresses an opinion opposing this tender offer, or if 30 October 2026 passes without the Company expressing any opinion, ジャパネットホールディングス will withdraw its proposal and not conduct the tender offer. |
| Management structure after acquisition | ジャパネットホールディングス has stated that it will respect the Company's corporate culture and give consideration to the employment and treatment of its employees. Specific details regarding changes to the representative or management structure are Not disclosed. |
Items this document does not state (13)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill 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.The Company is concerned that significant dissynergies could arise, including the suspension or reduction of transactions with mass retailers, the departure of existing consumers and employees, stagnation in the B2B business, and damage to regional supply chains. At the same time, it cannot concretely verify the feasibility or effects of the synergies presented by ジャパネットホールディングス. The Company has determined that pursuing its new medium-term management plan would contribute more to corporate value and the common interests of shareholders than accepting the acquisition.
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