Worth reading
61In 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
-140900
Shares (decrease in the minimum number of shares to be purchased)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyNice Corporation
Disclosing companyYamadai Corporation
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.
Consideration and expenses
Acquisition price¥601 per common share (total acquisition consideration: Not disclosed)
Type of ConsiderationCash (¥601 per common share)
Tender offer price¥601 per common share
Minimum number of shares to be purchased261,700 shares (minimum set)
Tender offer periodFrom 2 June 2026 to 3 August 2026 (44 business days)
Procedures and assumptions
Independent valuation institutionJBMA
Special CommitteeEstablished (independent special committee; the number and attributes of its members are Not disclosed)
Conditions Precedent to ExecutionThe number of share certificates and other instruments tendered must be at least equal to the minimum number of shares to be purchased. To convert the company into a wholly owned subsidiary, a special resolution at an extraordinary general meeting of shareholders concerning a share consolidation and other procedures will be required. If the resolution is not approved, the policy is to acquire additional shares.
Management structure after acquisitionThe policy is to make the target company a wholly owned subsidiary of ナイス株式会社. The aim is to establish a management structure that enables credit support from the Nice Group, a stronger financial base, and rapid and flexible management decisions. The specific details of the dispatch of directors from ナイス and the design of the corporate governance structure will be discussed and decided in the future. The company is expected to be delisted after becoming a wholly owned subsidiary.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Nice Corporation |
| Name of the Subject Company | Yamadai Corporation |
| Acquisition price | ¥601 per common share (total acquisition consideration: Not disclosed) |
| Type of Consideration | Cash (¥601 per common share) |
| Tender offer price | ¥601 per common share |
| Minimum number of shares to be purchased | 261,700 shares (minimum set) |
| Tender offer period | From 2 June 2026 to 3 August 2026 (44 business days) |
| Number of shares acquired | 772,839 shares to be acquired, representing 7,728 voting rights (maximum; planned) |
| Voting rights ownership percentage | Before 36.24％ → after 23.56％ |
| Date of board resolution | 17 July 2026 |
| Execution Date / Effective Date | Settlement commencement date: 10 August 2026 (Monday) |
| Independent valuation institution | JBMA |
| Special Committee | Established (independent special committee; the number and attributes of its members are Not disclosed) |
| Conditions Precedent to Execution | The number of share certificates and other instruments tendered must be at least equal to the minimum number of shares to be purchased. To convert the company into a wholly owned subsidiary, a special resolution at an extraordinary general meeting of shareholders concerning a share consolidation and other procedures will be required. If the resolution is not approved, the policy is to acquire additional shares. |
| Management structure after acquisition | The policy is to make the target company a wholly owned subsidiary of ナイス株式会社. The aim is to establish a management structure that enables credit support from the Nice Group, a stronger financial base, and rapid and flexible management decisions. The specific details of the dispatch of directors from ナイス and the design of the corporate governance structure will be discussed and decided in the future. The company is expected to be delisted after becoming a wholly owned subsidiary. |
Items this document does not state (16)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital 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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation methodology
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.This decision was made because the number of shares tendered had reached 346,720 shares (31.21% ownership) as of 13 July 2026, and, based on the maximum voting rights exercise rate of 72.65% over the past 5 fiscal years, it was determined that the certainty of completion of the tender offer could be increased without creating obstacles to the acquisition of all shares and conversion of 山大 into a wholly owned subsidiary.
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