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M&A and Subsidiary Changes7462CAPITA Inc.Retail

Notice Regarding the Commencement of a Tender Offer for Shares and Other Equity Securities of CAPITA Inc. (Securities Code: 7462) by 株式会社桃の木

株式会社桃の木 has decided to commence a tender offer for shares of CAPITA Inc. on 14 August 2026. In addition to its existing 22.38% holding, it will acquire up to 1,800,000 shares, including shares held by KMO Capital Limited Liability Partnership, at ¥250 per share.

Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1800000
Shares (maximum number of shares scheduled for purchase)
Wording
Definitive
How definitive the wording is.

This transaction

This tender offer
CounterpartyKMO Capital Limited Liability Partnership
Disclosing companyCAPITA Inc.
CAPITA Inc.Subject of this transactionNumber of shares acquired Maximum number of shares scheduled for purchase: 1,800,000 shares; minimum: 1,665,000 shares. Number of voting rights: Not disclosedVoting rights ownership percentage Before 22.38% (before the change in tender offeror) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition price¥250 per common share. Total amount: Not disclosed
Type of ConsiderationCash
Tender offer price¥250 per common share. Tender offer price for stock acquisition rights: Not disclosed
Minimum number of shares to be purchased1,665,000 shares
Tender offer periodFrom 14 August 2026 to 10 September 2026 (20 business days). If the target company requests an extension, through 29 September 2026 (30 business days)
Impact on Business Performance

The specific impact on the results of the target company or the tender offeror is Not disclosed. The disclosure states that actual results may differ materially from the outlook for future business development.

Procedures and assumptions
Conditions Precedent to ExecutionIf the total number of shares and other equity securities tendered is less than the minimum number scheduled for purchase of 1,665,000 shares, none of the tendered shares and other equity securities will be purchased.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameKMO Capital Limited Liability Partnership
Name of the Subject CompanyCAPITA Inc.
Acquisition price¥250 per common share. Total amount: Not disclosed
Type of ConsiderationCash
Tender offer price¥250 per common share. Tender offer price for stock acquisition rights: Not disclosed
Minimum number of shares to be purchased1,665,000 shares
Tender offer periodFrom 14 August 2026 to 10 September 2026 (20 business days). If the target company requests an extension, through 29 September 2026 (30 business days)
Number of shares acquiredMaximum number of shares scheduled for purchase: 1,800,000 shares; minimum: 1,665,000 shares. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore 22.38% (before the change in tender offeror) (after not disclosed)
Impact on Business PerformanceThe specific impact on the results of the target company or the tender offeror is Not disclosed. The disclosure states that actual results may differ materially from the outlook for future business development.
Contract Date13 August 2026
Execution Date / Effective Date17 September 2026 (settlement commencement date)
Conditions Precedent to ExecutionIf the total number of shares and other equity securities tendered is less than the minimum number scheduled for purchase of 1,665,000 shares, none of the tendered shares and other equity securities will be purchased.
Items this document does not state (18)
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)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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 acquire the target company's shares held by KMO Capital Limited Liability Partnership as a pure investment.

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.
Notice Regarding the Commencement of a Tender Offer for Shares and Other Equity Securities of CAPITA Inc. (Securities Code: 7462) by 株式会社桃の木 | CAPITA Inc. (7462) timely disclosure | Komori