Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1458900
¥ thousand (assuming the maximum number of shares to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty (target company)MURAKI CORPORATION
Disclosing companyIKUYO CO.,LTD.
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 principal business is the sale of car-care products, including automotive replacement parts, automotive chemicals, service station equipment, promotional gifts and automotive interior accessories, as well as the sale of materials and equipment related to automotive body maintenance and the planning and production of promotional materials such as signs and flyers.
Location Tama, TokyoShare capital ¥100 millionDate of incorporation 15 November 1957
Net Sales¥7,825.424 million (fiscal year ending March 2026, consolidated)
Net income for the current fiscal year¥65 million (fiscal year ending March 2026, net income attributable to owners of the parent)
Net assets¥2,676.932 million (fiscal year ending March 2026, non-consolidated)
Consideration and expenses
Acquisition price¥1,458.900 million (assuming the maximum number of shares to be purchased)
Type of ConsiderationCash
Tender offer price¥3,000 per common share
Minimum number of shares to be purchasedNot set (－ shares)
Tender offer period30 business days (planned). The start date is expected to be within 5 business days at the latest after the conditions precedent have been satisfied or waived, with late April 2027 as the target. The end date is expected to be 30 business days after the start date.
Funding arrangementsThe bidder's own funds and cash on hand. Up to ¥2 billion of its cash and deposits balance is expected to be available for this tender offer.
Impact on Business Performance
This will be announced again when the tender offer commences.
Procedures and assumptions
Valuation methodologyA method of adding a premium to the closing price on the reference date and the simple average closing prices for the most recent 1-month, 3-month and 6-month periods on the Tokyo Stock Exchange Standard Market, based on the market price.
Independent valuation institutionNo share valuation report has been obtained from a third-party valuation institution.
Special CommitteeEstablished. The target company has established an independent committee under this response policy. The number and attributes of its members are Not disclosed. The policy is to refer important transactions after the transaction to a special committee comprising the target company's independent outside directors for deliberation.
Conditions Precedent to Execution① The target company abolishes this response policy, or the target company's board of directors resolves and announces that it will not implement countermeasures or other takeover defenses; ② the target company's board of directors resolves and announces its support for this tender offer and its recommendation that shareholders tender their shares, and that opinion has not been changed or withdrawn; ③ where required, the waiting period for prior notification under the Antimonopoly Act has expired and no prior notification of a cease-and-desist order or similar notice has been received; ④ no event giving rise to withdrawal of the tender offer has occurred; ⑤ the target company has not decided to pay a dividend or acquire treasury shares; and ⑥ no decision or other action by a court or administrative authority, or provision of law or regulation, exists that restricts or prohibits this tender offer.
Management structure after acquisitionThe bidder plans to have persons nominated by it comprise a majority of the target company's directors, while maintaining a structure in which independent outside directors account for at least one-third of the board. A business alliance promotion committee comprising officers of both companies will be established, and the companies plan to advance an alliance agreement, joint development, reciprocal supply, joint procurement, and personnel exchanges focused on their sales, product development and quality control departments. The employment and treatment of the target company's employees and its business relationships will be respected as they currently stand. The target company's shares are expected to remain listed. Change of corporate name: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | MURAKI CORPORATION |
| Name of the Subject Company | MURAKI CORPORATION |
| Business Description of the Subject Company | The principal business is the sale of car-care products, including automotive replacement parts, automotive chemicals, service station equipment, promotional gifts and automotive interior accessories, as well as the sale of materials and equipment related to automotive body maintenance and the planning and production of promotional materials such as signs and flyers. |
| Location of the Subject Company | Tama, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 15 November 1957 |
| Net Sales of the Subject Company | ¥7,825.424 million (fiscal year ending March 2026, consolidated) |
| Net Income of the Subject Company | ¥65 million (fiscal year ending March 2026, net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥2,676.932 million (fiscal year ending March 2026, non-consolidated) |
| Acquisition price | ¥1,458.900 million (assuming the maximum number of shares to be purchased) |
| Type of Consideration | Cash |
| Tender offer price | ¥3,000 per common share |
| Minimum number of shares to be purchased | Not set (－ shares) |
| Tender offer period | 30 business days (planned). The start date is expected to be within 5 business days at the latest after the conditions precedent have been satisfied or waived, with late April 2027 as the target. The end date is expected to be 30 business days after the start date. |
| Number of shares acquired | 486,300 shares (maximum number of shares to be purchased), 4,863 voting rights |
| Voting rights ownership percentage | Before 17.02％ → after 50.13％ |
| Funding arrangements | The bidder's own funds and cash on hand. Up to ¥2 billion of its cash and deposits balance is expected to be available for this tender offer. |
| Impact on Business Performance | This will be announced again when the tender offer commences. |
| Date of board resolution | 26 October 2026 |
| Execution Date / Effective Date | Planned commencement of the tender offer: within 5 business days at the latest after the conditions precedent have been satisfied or waived, with late April 2027 as the target (planned). |
| Valuation methodology | A method of adding a premium to the closing price on the reference date and the simple average closing prices for the most recent 1-month, 3-month and 6-month periods on the Tokyo Stock Exchange Standard Market, based on the market price. |
| Independent valuation institution | No share valuation report has been obtained from a third-party valuation institution. |
| Special Committee | Established. The target company has established an independent committee under this response policy. The number and attributes of its members are Not disclosed. The policy is to refer important transactions after the transaction to a special committee comprising the target company's independent outside directors for deliberation. |
| Conditions Precedent to Execution | ① The target company abolishes this response policy, or the target company's board of directors resolves and announces that it will not implement countermeasures or other takeover defenses; ② the target company's board of directors resolves and announces its support for this tender offer and its recommendation that shareholders tender their shares, and that opinion has not been changed or withdrawn; ③ where required, the waiting period for prior notification under the Antimonopoly Act has expired and no prior notification of a cease-and-desist order or similar notice has been received; ④ no event giving rise to withdrawal of the tender offer has occurred; ⑤ the target company has not decided to pay a dividend or acquire treasury shares; and ⑥ no decision or other action by a court or administrative authority, or provision of law or regulation, exists that restricts or prohibits this tender offer. |
| Management structure after acquisition | The bidder plans to have persons nominated by it comprise a majority of the target company's directors, while maintaining a structure in which independent outside directors account for at least one-third of the board. A business alliance promotion committee comprising officers of both companies will be established, and the companies plan to advance an alliance agreement, joint development, reciprocal supply, joint procurement, and personnel exchanges focused on their sales, product development and quality control departments. The employment and treatment of the target company's employees and its business relationships will be respected as they currently stand. The target company's shares are expected to remain listed. Change of corporate name: Not disclosed |
Items this document does not state (6)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill 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 purpose is to combine MURAKI CORPORATION's nationwide service station and repair network, customer base and on-site operational capabilities with the IKUYO Group's expertise in the manufacturing, quality control and procurement of automotive parts and its business development capabilities in the EV and next-generation energy fields, and to advance joint development, procurement cost reductions and the conversion of service stations into multi-energy hubs. The companies have determined that acquiring control of MURAKI CORPORATION is necessary to implement these measures as an integrated group.
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