Worth reading
61In focus
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 to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty株式会社桃の木, KMO キャピタル有限責任事業組合
Disclosing companyCAPITA Inc.
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
The company primarily operates the petroleum business, which includes service stations and the wholesale and direct sale of petroleum products; the real estate business, which includes the operation of rental office buildings and the sale of real estate held for sale; and the fund business, newly launched following the Company's acquisition of Bio-Site Capital Co., Ltd. as a subsidiary in November 2025, through which it invests in growth companies.
Consideration and expenses
Acquisition price¥250 per common share (1,665,000 to 1,800,000 shares to be purchased)
Type of ConsiderationCash
Tender offer price¥250 per common share
Minimum number of shares to be purchased1,665,000 shares
Tender offer periodFrom 14 August 2026 to 10 September 2026 (20 business days). If extended at the target company's request, until 29 September 2026 (30 business days)
Funding arrangementsThe disclosure states that the tender offeror has sufficient funds to pay the amount required for the tender offer and will use funds held as available cash to finance the purchase.
Impact on Business Performance
If any matter requiring disclosure arises regarding the impact of this tender offer on the Company's results, it will be disclosed promptly.
Procedures and assumptions
Valuation methodologyThe price was determined through discussions and negotiations between the tender offeror and KMO. No valuation was conducted by an independent third-party valuation institution.
Independent valuation institutionNone obtained
Conditions Precedent to ExecutionThe number of tendered shares must be at least the minimum number of shares to be purchased, 1,665,000. The conditions for KMO's tender include that this tender offer has been lawfully commenced, that there are no material inaccuracies in the tender offeror's representations and warranties, and that the tender offeror has performed its material obligations.
Management structure after acquisitionThe tender offeror respects CAPITA Inc.'s independence as a listed company and its current management structure, and does not intend to exercise management control, take the company private, dispatch officers, make material proposals, or pursue any specific business alliance. Director Kitado Sota (北戸草太) is expected to continue serving as a director, and there are no plans to request the dismissal or resignation of any officer.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社桃の木, KMO キャピタル有限責任事業組合 |
| Name of the Subject Company | CAPITA Inc. |
| Business Description of the Subject Company | The company primarily operates the petroleum business, which includes service stations and the wholesale and direct sale of petroleum products; the real estate business, which includes the operation of rental office buildings and the sale of real estate held for sale; and the fund business, newly launched following the Company's acquisition of Bio-Site Capital Co., Ltd. as a subsidiary in November 2025, through which it invests in growth companies. |
| Acquisition price | ¥250 per common share (1,665,000 to 1,800,000 shares to be purchased) |
| Type of Consideration | Cash |
| Tender offer price | ¥250 per common share |
| Minimum number of shares to be purchased | 1,665,000 shares |
| Tender offer period | From 14 August 2026 to 10 September 2026 (20 business days). If extended at the target company's request, until 29 September 2026 (30 business days) |
| Number of shares acquired | Shares subject to the tender agreement: 1,665,000 (maximum number of shares to be purchased: 1,800,000); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 22.38% → after 42.63%～44.27% |
| Funding arrangements | The disclosure states that the tender offeror has sufficient funds to pay the amount required for the tender offer and will use funds held as available cash to finance the purchase. |
| Impact on Business Performance | If any matter requiring disclosure arises regarding the impact of this tender offer on the Company's results, it will be disclosed promptly. |
| Date of board resolution | 13 August 2026 |
| Contract Date | 13 August 2026 |
| Execution Date / Effective Date | 17 September 2026 (scheduled settlement commencement date) |
| Valuation methodology | The price was determined through discussions and negotiations between the tender offeror and KMO. No valuation was conducted by an independent third-party valuation institution. |
| Independent valuation institution | None obtained |
| Conditions Precedent to Execution | The number of tendered shares must be at least the minimum number of shares to be purchased, 1,665,000. The conditions for KMO's tender include that this tender offer has been lawfully commenced, that there are no material inaccuracies in the tender offeror's representations and warranties, and that the tender offeror has performed its material obligations. |
| Management structure after acquisition | The tender offeror respects CAPITA Inc.'s independence as a listed company and its current management structure, and does not intend to exercise management control, take the company private, dispatch officers, make material proposals, or pursue any specific business alliance. Director Kitado Sota (北戸草太) is expected to continue serving as a director, and there are no plans to request the dismissal or resignation of any officer. |
Items this document does not state (12)
Location 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 ratioGoodwill amountAmount of extraordinary income (loss)Special Committee
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 explains that it intends to acquire the CAPITA Inc. shares held by KMO as a pure investment, with the aim of generating returns that complement its restaurant business and achieving medium- to long-term investment returns. It also cites expectations for CAPITA Inc.'s growth strategy and improvement in corporate value, as well as the efficient use of available funds, as reasons for the acquisition.
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.