This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The company is principally engaged in the wholesale and retail sale of timber, building materials, housing equipment, plywood and other products; computer cutting of timber for large-scale projects and other applications, anti-corrosion treatment, kiln drying and sawmilling; the design, construction and supervision of large-scale wooden buildings, custom-built wooden homes, proposed homes and other buildings; the sale of subdivision housing; and the sale and brokerage of real estate. It also provides a broad range of services related to these businesses, including real estate leasing and brokerage.
Under the business plan, the company forecasts an operating loss of ¥39 million for the fiscal year ending March 2027, followed by operating profits of ¥30 million for the fiscal year ending March 2028, ¥88 million for the fiscal year ending March 2029, ¥149 million for the fiscal year ending March 2030 and ¥215 million for the fiscal year ending March 2031.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Nice Corporation, 有限会社エステートヤマダイン, 株式会社山友殖林 |
| Name of the Subject Company | Yamadai Corporation |
| Business Description of the Subject Company | The company is principally engaged in the wholesale and retail sale of timber, building materials, housing equipment, plywood and other products; computer cutting of timber for large-scale projects and other applications, anti-corrosion treatment, kiln drying and sawmilling; the design, construction and supervision of large-scale wooden buildings, custom-built wooden homes, proposed homes and other buildings; the sale of subdivision housing; and the sale and brokerage of real estate. It also provides a broad range of services related to these businesses, including real estate leasing and brokerage. |
| Date of Establishment of the Subject Company | August 1964 (established as Yamadai Sangyo Co., Ltd.) |
| Type of Consideration | Cash |
| Tender offer price | ¥601 per common share |
| Minimum number of shares to be purchased | 402,600 shares |
| Tender offer period | 2 June 2026 to 13 July 2026 (30 business days) |
| Voting rights ownership percentage | Before 0% (as of 1 June 2026) → after 36.24% (assuming the minimum number of shares to be purchased; the final plan is to make the company a wholly owned subsidiary) |
| Amount of extraordinary income (loss) | Recognition of an extraordinary loss (impairment loss) (fiscal year ending March 2026; amount Not disclosed) |
| Impact on Business Performance | Under the business plan, the company forecasts an operating loss of ¥39 million for the fiscal year ending March 2027, followed by operating profits of ¥30 million for the fiscal year ending March 2028, ¥88 million for the fiscal year ending March 2029, ¥149 million for the fiscal year ending March 2030 and ¥215 million for the fiscal year ending March 2031. |
| Date of board resolution | 1 June 2026 |
| Contract Date | 1 June 2026 (share transfer agreement) |
| Execution Date / Effective Date | The settlement commencement date of this tender offer (the parallel purchase is also scheduled to be executed on the same date; the specific date is Not disclosed) |
| Valuation methodology | Market price method, market price average method and DCF method |
| Independent valuation institution | Japan Blue M&Aアドバイザリー株式会社 (JBMA) and 株式会社大和総研 |
| Special Committee | Established. The committee consists of 3 members: Takahashi Takeshi (髙橋猛), outside director; Hasegawa Ryuji (長谷川隆司), outside corporate auditor and independent officer; and Sato Mitsuhiro (佐藤光弘), outside corporate auditor. |
| Conditions Precedent to Execution | The tender offer is conditional on tenders of at least 402,600 shares, and if this minimum is not met, none of the tendered shares will be purchased. After the tender offer is completed, if the bidder acquires 90% or more of the voting rights, it plans to request the sale of all remaining shares. If it acquires less than 90%, it plans to implement squeeze-out procedures, including a share consolidation. The share consolidation requires a special resolution under Article 309, paragraph 2 of the Companies Act. |
| Management structure after acquisition | Yamadai Corporation will be operated as a wholly owned subsidiary of Nice Corporation, as an integrated member of the group. The parties will discuss and decide at a later date whether Nice Corporation will appoint new directors and what form of corporate governance structure will be adopted. Nice Corporation will work to provide stable support to employees as members of the Nice Group, so as not to cause them concern. |
Items this document does not state (12)
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 integrate Yamadai Corporation's ability to procure domestic timber, its sawmilling and specialized precut technologies, and its capabilities in non-residential wooden construction with Nice Corporation's sales and logistics network, thereby expanding their sales territory and orders, optimizing the entire supply chain, and improving the earnings structure. Yamadai Corporation also cited the provision of an opportunity for minority shareholders to sell their shares, as the company has been determined to be delisted because it cannot meet the continued listing criteria.