Worth reading
80Important
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
5200
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyChubu Electric Power Company,Incorporated, Hino Sadami (日野貞実)
Disclosing companyMITSUBA Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Software development and systems sales Information processing services Sales of systems equipment and related products Other information services
Location Kiryu, Gunma PrefectureShare capital ¥1,966.9 million (as of 31 March 2026)Date of incorporation 31 January 1970
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥5,200 per common share
Minimum number of shares to be purchased537,260 shares
Tender offer periodFrom 15 May 2026 to 8 July 2026 (39 business days)
Impact on Business Performance
The impact of synergies from this transaction on earnings is difficult to estimate specifically at this time and has not been reflected in the financial forecasts
Procedures and assumptions
Valuation methodologyMarket price method or market share price method, comparable company method or comparable companies method, and DCF method
Independent valuation institutionMizuho Securities Co., Ltd., 山田コンサルティンググループ株式会社, 株式会社AGS FAS
Special CommitteeEstablished. The committee comprises 3 members: Kojima Noboru (小島昇), Hoshino Yoji (星野陽司), and Takehara Tomoko (竹原朋子). All 3 are independent outside directors and Audit and Supervisory Committee members of the target company
Conditions Precedent to ExecutionA minimum tender condition of 537,260 shares has been set for the tender offer. Following completion and settlement of the tender offer, the company plans to implement a squeeze-out after obtaining approval at the target company's extraordinary shareholders' meeting for the share consolidation proposal and other related matters. The capital and business alliance agreement is subject to the condition precedent that the change of registration in the shareholders' register has been completed, confirming that Mitsuba and Chubu Electric Power Company,Incorporated hold 80% and 20% of the voting rights, respectively
Management structure after acquisitionFollowing the effective date of the share consolidation, each tender offeror plans to appoint its nominees as officers of the target company. Specific candidates have not been determined. Chubu Electric Power Company,Incorporated may nominate 1 part-time director, and Mitsuba will select the representative director in consultation with Chubu Electric Power Company,Incorporated. The target company and Chubu Electric Power Company,Incorporated will discuss personnel exchanges and reciprocal secondments as necessary. The change of corporate name is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Chubu Electric Power Company,Incorporated, Hino Sadami (日野貞実) |
| Name of the Subject Company | Ryomo Systems Co., Ltd. |
| Business Description of the Subject Company | Software development and systems sales Information processing services Sales of systems equipment and related products Other information services |
| Location of the Subject Company | Kiryu, Gunma Prefecture |
| Capital Stock of the Subject Company | ¥1,966.9 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 31 January 1970 |
| Type of Consideration | Cash |
| Tender offer price | ¥5,200 per common share |
| Minimum number of shares to be purchased | 537,260 shares |
| Tender offer period | From 15 May 2026 to 8 July 2026 (39 business days) |
| Number of shares acquired | All shares of the target company, excluding shares held by Mitsuba and treasury shares held by the target company. Because the number will vary depending on the tender results, the final number of shares acquired and voting rights is Not disclosed |
| Voting rights ownership percentage | Before MITSUBA 51.31% / Chubu Electric Power 0% (no shares are held) → after MITSUBA 80% / Chubu Electric Power 20% |
| Impact on Business Performance | The impact of synergies from this transaction on earnings is difficult to estimate specifically at this time and has not been reflected in the financial forecasts |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 (joint tender offer agreement, shareholders' agreement, capital and business alliance agreement, and tender agreement) |
| Execution Date / Effective Date | A share consolidation is scheduled to be carried out promptly after settlement of the tender offer is completed. The extraordinary shareholders' meeting is scheduled to be held around mid-September 2026. The effective date of the share consolidation and the timing and details of the subsequent third-party allotment are Not disclosed |
| Valuation methodology | Market price method or market share price method, comparable company method or comparable companies method, and DCF method |
| Independent valuation institution | Mizuho Securities Co., Ltd., 山田コンサルティンググループ株式会社, 株式会社AGS FAS |
| Special Committee | Established. The committee comprises 3 members: Kojima Noboru (小島昇), Hoshino Yoji (星野陽司), and Takehara Tomoko (竹原朋子). All 3 are independent outside directors and Audit and Supervisory Committee members of the target company |
| Conditions Precedent to Execution | A minimum tender condition of 537,260 shares has been set for the tender offer. Following completion and settlement of the tender offer, the company plans to implement a squeeze-out after obtaining approval at the target company's extraordinary shareholders' meeting for the share consolidation proposal and other related matters. The capital and business alliance agreement is subject to the condition precedent that the change of registration in the shareholders' register has been completed, confirming that Mitsuba and Chubu Electric Power Company,Incorporated hold 80% and 20% of the voting rights, respectively |
| Management structure after acquisition | Following the effective date of the share consolidation, each tender offeror plans to appoint its nominees as officers of the target company. Specific candidates have not been determined. Chubu Electric Power Company,Incorporated may nominate 1 part-time director, and Mitsuba will select the representative director in consultation with Chubu Electric Power Company,Incorporated. The target company and Chubu Electric Power Company,Incorporated will discuss personnel exchanges and reciprocal secondments as necessary. The change of corporate name is Not disclosed |
Items this document does not state (10)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill 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 transaction is intended to expand services for mobility, telemetering, and water and gas utilities by applying Mitsuba's software development capabilities to software-defined vehicles (SDVs), while combining Chubu Electric Power Company,Incorporated's smart-meter communications network and sales capabilities with Ryomo Systems' IT and telemetering expertise. It is also intended to eliminate conflicts of interest arising from the parent-subsidiary listing structure and the costs of maintaining the listing, thereby enabling more agile decision-making and investment over the medium to long term.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.