Komori
M&A and Subsidiary Changes7501TIEMCO LTD.Trading & Wholesale

Notice of Opposition to the Tender Offer for Our Shares by Kanka Synergy Investment Limited Partnership

On 21 April 2026, the Company had reserved its opinion on the tender offer. Following additional questions and deliberations and the recommendation of the Special Committee, it expressed its opposition on 19 May.

Worth reading
65In 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
60
% (ownership ratio based on the maximum number of shares to be purchased)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
Counterparty堅果シナジー Investment Business Limited Liability Partnership
Disclosing companyTIEMCO LTD.
TIEMCO LTD.Voting rights ownership percentageNumber of shares acquired Up to 1,485,897 shares (number of voting rights: Not disclosed)

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
Type of ConsiderationCash
Tender offer price¥1,900 per common share
Tender offer period30 business days (start date and end date: Not disclosed)
Procedures and assumptions
Independent valuation institutionThe Company has not obtained a valuation report from an independent valuation institution
Special CommitteeEstablished. Comprises 3 members: Goto Yu (後藤 悠), Kikuchi Shunichiro (菊地 春市朗), and Matsumoto Yasunori (松本 保範)
Conditions Precedent to ExecutionNo conditions precedent to the subscription by the shareholders who have agreed to subscribe have been established. The conditions for execution of the tender offer as a whole are Not disclosed
Management structure after acquisitionFollowing completion of the tender offer, plans include changing all or some of the officers, including the representative director, establishing a management committee, and recruiting and assigning specialist personnel. The policy is to maintain the current corporate name and brand
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name堅果シナジー Investment Business Limited Liability Partnership
Name of the Subject CompanyTIEMCO LTD.
Type of ConsiderationCash
Tender offer price¥1,900 per common share
Tender offer period30 business days (start date and end date: Not disclosed)
Number of shares acquiredUp to 1,485,897 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0.00% (as of the date of filing of the tender offer registration statement, the tender offeror is not a shareholder of the Company) → after 43.18%~60.00%
Date of board resolution19 May 2026
Contract Date6 April 2026 (tender agreement)
Independent valuation institutionThe Company has not obtained a valuation report from an independent valuation institution
Special CommitteeEstablished. Comprises 3 members: Goto Yu (後藤 悠), Kikuchi Shunichiro (菊地 春市朗), and Matsumoto Yasunori (松本 保範)
Conditions Precedent to ExecutionNo conditions precedent to the subscription by the shareholders who have agreed to subscribe have been established. The conditions for execution of the tender offer as a whole are Not disclosed
Management structure after acquisitionFollowing completion of the tender offer, plans include changing all or some of the officers, including the representative director, establishing a management committee, and recruiting and assigning specialist personnel. The policy is to maintain the current corporate name and brand
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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceExecution Date / Effective 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.

The tender offeror's information disclosure is insufficient, there is uncertainty regarding the specificity and feasibility of measures to enhance corporate value and plans to maintain the listing, and the capped partial tender offer is also considered coercive.

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 of Opposition to the Tender Offer for Our Shares by Kanka Synergy Investment Limited Partnership | TIEMCO LTD. (7501) timely disclosure | Komori