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How definitive the wording is.This transaction
This tender offerCounterpartyオムロンヘルスケア株式会社
Disclosing companyMatsuya R&D 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
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
Type of ConsiderationCash
Tender offer price¥1,110 per common share; ¥717,600 per stock acquisition right
Minimum number of shares to be purchased11,230,300 shares
Tender offer periodFrom 19 May 2026 to 15 June 2026 (20 business days). If an extension is requested, until 29 June 2026 (30 business days)
Funding arrangementsThe tender offeror plans to borrow up to ¥20.5 billion from its parent company, OMRON Corporation, to fund the settlement and related expenses.
Procedures and assumptions
Valuation methodologyMarket price average method, market price method, comparable company analysis, and discounted cash flow method
Independent valuation institutionNomura Securities Co., Ltd. and Mizuho Securities Co., Ltd.
Special CommitteeEstablished. The 3 members are Nishikimi Mitsuhiro (錦見光弘), independent outside Audit & Supervisory Board Member; Sasaki Yutaka (佐々木豊), independent outside Director; and Uruma Keigo (漆間圭吾), independent outside Audit & Supervisory Board Member.
Conditions Precedent to ExecutionThe conditions include resolutions by the Company's Board of Directors supporting the tender offer and recommending that shareholders tender their shares, and maintenance of those resolutions; a favorable opinion from the Special Committee and maintenance of that opinion; completion of procedures under overseas competition laws, including those of Taiwan and Vietnam; the absence of undisclosed material facts and other matters; the absence of judicial or administrative prohibitions; the continuation of the tender agreement; and the absence of any material adverse effect.
Management structure after acquisitionThe existing management policies and management structure are expected to continue for the time being. In the future, the parties plan to make arrangements such as appointing officers from the tender offeror's group, but no decisions have been made. The policy is to respect the Company's corporate culture and management independence.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | オムロンヘルスケア株式会社 |
| 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 |
| Type of Consideration | Cash |
| Tender offer price | ¥1,110 per common share; ¥717,600 per stock acquisition right |
| Minimum number of shares to be purchased | 11,230,300 shares |
| Tender offer period | From 19 May 2026 to 15 June 2026 (20 business days). If an extension is requested, until 29 June 2026 (30 business days) |
| Number of shares acquired | 11,230,300 shares (minimum number of shares to be purchased); voting rights not stated |
| Voting rights ownership percentage | Before 14.64% → after 66.57% (if the minimum number of shares to be purchased is acquired) |
| Funding arrangements | The tender offeror plans to borrow up to ¥20.5 billion from its parent company, OMRON Corporation, to fund the settlement and related expenses. |
| Date of board resolution | 18 May 2026 (previous resolution: 15 December 2025) |
| Contract Date | 15 December 2025 (tender agreement) |
| Execution Date / Effective Date | The tender offer is scheduled to commence on 19 May 2026. A share consolidation and other measures to make the Company a wholly owned subsidiary are scheduled to be implemented after the tender offer is completed. |
| Valuation methodology | Market price average method, market price method, comparable company analysis, and discounted cash flow method |
| Independent valuation institution | Nomura Securities Co., Ltd. and Mizuho Securities Co., Ltd. |
| Special Committee | Established. The 3 members are Nishikimi Mitsuhiro (錦見光弘), independent outside Audit & Supervisory Board Member; Sasaki Yutaka (佐々木豊), independent outside Director; and Uruma Keigo (漆間圭吾), independent outside Audit & Supervisory Board Member. |
| Conditions Precedent to Execution | The conditions include resolutions by the Company's Board of Directors supporting the tender offer and recommending that shareholders tender their shares, and maintenance of those resolutions; a favorable opinion from the Special Committee and maintenance of that opinion; completion of procedures under overseas competition laws, including those of Taiwan and Vietnam; the absence of undisclosed material facts and other matters; the absence of judicial or administrative prohibitions; the continuation of the tender agreement; and the absence of any material adverse effect. |
| Management structure after acquisition | The existing management policies and management structure are expected to continue for the time being. In the future, the parties plan to make arrangements such as appointing officers from the tender offeror's group, but no decisions have been made. The policy is to respect the Company's corporate culture and management independence. |
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 CompanyAcquisition priceExpenses 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.The tender offeror has explained that making the Company a wholly owned subsidiary is the optimal way to realize synergies, including a stable supply of blood pressure monitor cuffs, new product development and improved production efficiency, use of a global sales network, and the securing of human resources. The Company has also determined that the transaction will contribute to the expansion of its medical healthcare business, the global development of its safety systems business, and the securing of human resources.
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