Worth reading
68In 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
60.63
% (premium to the closing price on 14 May 2026)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This Tender Offer (the Transaction)CounterpartyCulture Convenience Club Co., Ltd.
Disclosing companyJimoty,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution15 May 2026
Contract Date15 May 2026
Execution Date / Effective DateThe share transfer is scheduled to be carried out after completion of the tender offer and the squeeze-out procedures. The specific execution date is Not disclosed
Target company
Operates the classified website Jimoty and Jimoty Spot, physical reuse centers operated in collaboration with public and private-sector entities.
Location Shibuya-ku, Tokyo (established there in February 2011)Date of incorporation February 2011
Net SalesFiscal year ending December 2026: ¥2,264 million (business plan)
Operating profitFiscal year ending December 2026: ¥647 million (business plan)
Consideration and expenses
Acquisition price¥1,420 per common share and ¥63,000 per stock acquisition right. Total amount: Not disclosed
Type of ConsiderationCash
Tender offer price¥1,420 per common share and ¥63,000 per stock acquisition right
Minimum number of shares to be purchased6,560,000 shares (equivalent to 65,600 voting rights)
Tender offer period18 May 2026 to 29 June 2026 (31 business days)
Funding arrangementsInternal funds
Procedures and assumptions
Valuation methodologyMarket price method, comparable listed company method, and discounted cash flow method
Independent valuation institutionSBI SECURITIES CO., LTD., 株式会社Crowe Watanabe CT (WCT)
Special CommitteeEstablished. Comprises 3 members: Matsumoto Yukinori (松本 行哲), an independent outside director; Kawanami Takuto (川波 拓人), an independent outside corporate auditor; and Kanzaki Takahiro (神先 孝裕), an independent outside corporate auditor.
Conditions Precedent to ExecutionCompletion of the tender offer, making Jimoty,Inc. a wholly owned subsidiary through the squeeze-out procedures, completion of the procedures required under the Companies Act, and approval by the Prime Minister of the application to suspend Jimoty,Inc.'s obligation to file securities reports. The release of pledges over some of the shares subject to the tender is also a condition.
Management structure after acquisitionFollowing the share transfer after completion of the squeeze-out procedures, Jimoty,Inc. is ultimately scheduled to become a consolidated subsidiary of the tender offeror. Kato Takahiro (加藤 貴博) is expected to remain involved in the overall management of the company after the transaction. The tender offeror is expected to nominate directors in the future, but the number, timing and candidates have not yet been determined.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | Culture Convenience Club Co., Ltd. |
| Name of the Subject Company | Jimoty,Inc. |
| Business Description of the Subject Company | Operates the classified website Jimoty and Jimoty Spot, physical reuse centers operated in collaboration with public and private-sector entities. |
| Location of the Subject Company | Shibuya-ku, Tokyo (established there in February 2011) |
| Date of Establishment of the Subject Company | February 2011 |
| Net Sales of the Subject Company | Fiscal year ending December 2026: ¥2,264 million (business plan) |
| Operating Profit of the Subject Company | Fiscal year ending December 2026: ¥647 million (business plan) |
| Acquisition price | ¥1,420 per common share and ¥63,000 per stock acquisition right. Total amount: Not disclosed |
| Type of Consideration | Cash |
| Tender offer price | ¥1,420 per common share and ¥63,000 per stock acquisition right |
| Minimum number of shares to be purchased | 6,560,000 shares (equivalent to 65,600 voting rights) |
| Tender offer period | 18 May 2026 to 29 June 2026 (31 business days) |
| Number of shares acquired | The minimum number of shares to be purchased is 6,560,000 shares (equivalent to 65,600 voting rights). The final number of shares to be acquired has not been determined and will depend on the number of shares tendered. |
| Voting rights ownership percentage | Before 0% (as of today, the tender offeror does not own any shares or other securities of Jimoty,Inc.) → after 67.06% (if the minimum number of shares to be purchased is acquired) |
| Funding arrangements | Internal funds |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | The share transfer is scheduled to be carried out after completion of the tender offer and the squeeze-out procedures. The specific execution date is Not disclosed |
| Valuation methodology | Market price method, comparable listed company method, and discounted cash flow method |
| Independent valuation institution | SBI SECURITIES CO., LTD., 株式会社Crowe Watanabe CT (WCT) |
| Special Committee | Established. Comprises 3 members: Matsumoto Yukinori (松本 行哲), an independent outside director; Kawanami Takuto (川波 拓人), an independent outside corporate auditor; and Kanzaki Takahiro (神先 孝裕), an independent outside corporate auditor. |
| Conditions Precedent to Execution | Completion of the tender offer, making Jimoty,Inc. a wholly owned subsidiary through the squeeze-out procedures, completion of the procedures required under the Companies Act, and approval by the Prime Minister of the application to suspend Jimoty,Inc.'s obligation to file securities reports. The release of pledges over some of the shares subject to the tender is also a condition. |
| Management structure after acquisition | Following the share transfer after completion of the squeeze-out procedures, Jimoty,Inc. is ultimately scheduled to become a consolidated subsidiary of the tender offeror. Kato Takahiro (加藤 貴博) is expected to remain involved in the overall management of the company after the transaction. The tender offeror is expected to nominate directors in the future, but the number, timing and candidates have not yet been determined. |
Items this document does not state (8)
Capital 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)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.To accelerate the franchise expansion of Jimoty Spot by leveraging the tender offeror group's franchise management expertise, human resources, nationwide sales network and real estate development capabilities. The parties also aim to jointly develop new business formats themed around the circular economy and create new media and membership businesses through data integration between the two companies, thereby pursuing medium- to long-term growth in corporate value while reducing the constraints arising from the need, as a listed company, to remain focused on short-term financial performance and market valuation.
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