Worth reading
80Important
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
2291500
Shares (minimum number of shares to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offer (MBO)Counterparty株式会社 EDIAND
Disclosing companyNISSIN SHOJI 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
Oil-related business, renewable energy-related business and real estate business
Net Sales¥9,067 million (three months of the fiscal year ending March 2026; financial forecast under the business plan)
Operating profit▲¥285 million (three months of the fiscal year ending March 2026; financial forecast under the business plan)
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,210 per common share
Minimum number of shares to be purchased2,291,500 shares
Tender offer period12 May 2026 to 22 June 2026 (30 business days)
Funding arrangementsBank financing through borrowings from Sumitomo Mitsui Banking Corporation, for a total amount of up to ¥11,360 million
Impact on Business Performance
The synergies expected to be realized through this transaction are difficult to estimate specifically at this time and have not been incorporated into the business plan. Each measure may temporarily cause revenue and cash flow to deteriorate.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and discounted cash flow method (the sum-of-the-parts method was also used in the comparable company analysis and discounted cash flow method)
Independent valuation institutionTokyo Kyodo Accounting Office
Special CommitteeEstablished. The committee consists of 3 members: Tsukuni Nobuo (津國伸郎), Miyabe Yoshimi (宮部よしみ) and Kokubo Takashi (小久保崇). Its members include an outside director who is also an independent officer, a certified tax accountant and an attorney.
Conditions Precedent to ExecutionThe number of shares tendered in this tender offer must be at least 2,291,500. Following completion of this tender offer, a special resolution must be obtained at an extraordinary general meeting of shareholders regarding the share consolidation and other matters. The policy is to carry out the merger following the treasury share acquisition and the transfer of shares and other procedures after exemption from the obligation to file securities reports.
Management structure after acquisitionTsutsui Hiroaki (筒井博昭) is expected to continue serving as Representative Director and President after this transaction. The composition of the other officers will be determined following consultation. The company is considering implementing incentive plans and employee benefit programs in order to provide employees with treatment at levels equivalent to those provided to date.
| Item | Details |
|---|---|
| Transaction name | This tender offer (MBO) |
| Counterparty name | 株式会社 EDIAND |
| Name of the Subject Company | NISSIN SHOJI CO.,LTD. |
| Business Description of the Subject Company | Oil-related business, renewable energy-related business and real estate business |
| Net Sales of the Subject Company | ¥9,067 million (three months of the fiscal year ending March 2026; financial forecast under the business plan) |
| Operating Profit of the Subject Company | ▲¥285 million (three months of the fiscal year ending March 2026; financial forecast under the business plan) |
| Type of Consideration | Cash |
| Tender offer price | ¥2,210 per common share |
| Minimum number of shares to be purchased | 2,291,500 shares |
| Tender offer period | 12 May 2026 to 22 June 2026 (30 business days) |
| Voting rights ownership percentage | Before 0.00% (offeror) → after 66.67% (ownership ratio of shares and other securities assuming the minimum number of shares to be purchased) |
| Funding arrangements | Bank financing through borrowings from Sumitomo Mitsui Banking Corporation, for a total amount of up to ¥11,360 million |
| Impact on Business Performance | The synergies expected to be realized through this transaction are difficult to estimate specifically at this time and have not been incorporated into the business plan. Each measure may temporarily cause revenue and cash flow to deteriorate. |
| Date of board resolution | 11 May 2026 |
| Contract Date | 11 May 2026 (agreement not to tender and tender offer agreement) |
| Execution Date / Effective Date | This tender offer will commence on 12 May 2026 and end on 22 June 2026. The reinvestment is scheduled for around September 2026, the share consolidation for around October 2026, and the treasury share acquisition for around November 2026. The specific schedule and other details of the merger have not been determined. |
| Valuation methodology | Market price method, comparable company analysis and discounted cash flow method (the sum-of-the-parts method was also used in the comparable company analysis and discounted cash flow method) |
| Independent valuation institution | Tokyo Kyodo Accounting Office |
| Special Committee | Established. The committee consists of 3 members: Tsukuni Nobuo (津國伸郎), Miyabe Yoshimi (宮部よしみ) and Kokubo Takashi (小久保崇). Its members include an outside director who is also an independent officer, a certified tax accountant and an attorney. |
| Conditions Precedent to Execution | The number of shares tendered in this tender offer must be at least 2,291,500. Following completion of this tender offer, a special resolution must be obtained at an extraordinary general meeting of shareholders regarding the share consolidation and other matters. The policy is to carry out the merger following the treasury share acquisition and the transfer of shares and other procedures after exemption from the obligation to file securities reports. |
| Management structure after acquisition | Tsutsui Hiroaki (筒井博昭) is expected to continue serving as Representative Director and President after this transaction. The composition of the other officers will be determined following consultation. The company is considering implementing incentive plans and employee benefit programs in order to provide employees with treatment at levels equivalent to those provided to date. |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)
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.As the outlook for the oil-related business and the capital markets' assessment of it become more challenging due to decarbonization and geopolitical risks, the company plans to delist in order to pursue the strengthening of service stations, investment in growth areas, a review of its business portfolio and investment in human resources with greater flexibility, without being affected by short-term fluctuations in its share price and performance.
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.