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
1900
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offer (as part of this transaction)Counterparty株式会社 Orsay
Disclosing companyART VIVANT 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
Purchase and sale of prints, paintings, artworks and merchandise; publishing; installment sales arrangement services (credit business); and businesses including lava hot yoga studios
Date of incorporation November 1984
Net assets¥16,247,499 thousand (as of 31 March 2026)
Consideration and expenses
Type of ConsiderationCash
Merger ratio/share exchange ratioUndetermined as of today. The tender offeror is expected to become the wholly owning parent company in the share exchange, and the Company the wholly owned subsidiary.
Tender offer price¥1,900 per common share
Minimum number of shares to be purchased3,845,584 shares
Tender offer period13 July 2026 to 25 August 2026 (30 business days)
Funding arrangementsBorrowings of up to ¥12,652,000 thousand from Sumitomo Mitsui Banking Corporation and up to ¥3,279,000 thousand from Mizuho Bank, Ltd.
Impact on Business Performance
The synergies expected to be realized through the execution of this transaction are difficult to estimate specifically at this time and have not been incorporated into the financial forecasts. The effect of reducing listing-related expenses has been partially taken into account.
Procedures and assumptions
Valuation methodologyMarket price method and DCF method (sum-of-the-parts analysis)
Independent valuation institutionStream Co.,Ltd.
Special CommitteeEstablished, consisting of 3 members: Gokura Masato (郷倉 正人), outside director and independent officer; Yanaoka Shigeru (柳岡 茂), outside corporate auditor, independent officer and attorney; and Mase Michio (間瀬 道夫), external expert engaged in art production services
Conditions Precedent to ExecutionThe share exchange is conditional on completion of the tender offer, satisfaction of the minimum number of shares to be purchased, approval by a special resolution of the shareholders' meeting concerning the share consolidation, and completion of these squeeze-out procedures. Bank financing is planned for the settlement funds for the tender offer.
Management structure after acquisitionNozawa Katsumi (野澤 克巳) is expected to continue serving as representative director and remain involved in management after this transaction. The appointment and treatment of the other directors have not been agreed and are expected to be discussed and determined after completion of the tender offer. Employees are generally expected to retain their current employment conditions. Change of corporate name: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer (as part of this transaction) |
| Counterparty name | 株式会社 Orsay |
| Name of the Subject Company | ART VIVANT CO.,LTD. |
| Business Description of the Subject Company | Purchase and sale of prints, paintings, artworks and merchandise; publishing; installment sales arrangement services (credit business); and businesses including lava hot yoga studios |
| Date of Establishment of the Subject Company | November 1984 |
| Net Assets of the Subject Company | ¥16,247,499 thousand (as of 31 March 2026) |
| Type of Consideration | Cash |
| Merger ratio/share exchange ratio | Undetermined as of today. The tender offeror is expected to become the wholly owning parent company in the share exchange, and the Company the wholly owned subsidiary. |
| Tender offer price | ¥1,900 per common share |
| Minimum number of shares to be purchased | 3,845,584 shares |
| Tender offer period | 13 July 2026 to 25 August 2026 (30 business days) |
| Number of shares acquired | 3,845,584 shares (the minimum number of shares to be purchased; the number of voting rights is not specified) |
| Voting rights ownership percentage | Before 0% (as of today, the tender offeror does not own any shares of the Company) → after 100% (following completion of this transaction, the tender offeror is expected to become the Company's sole shareholder) |
| Funding arrangements | Borrowings of up to ¥12,652,000 thousand from Sumitomo Mitsui Banking Corporation and up to ¥3,279,000 thousand from Mizuho Bank, Ltd. |
| Impact on Business Performance | The synergies expected to be realized through the execution of this transaction are difficult to estimate specifically at this time and have not been incorporated into the financial forecasts. The effect of reducing listing-related expenses has been partially taken into account. |
| Date of board resolution | 10 July 2026 |
| Contract Date | 10 July 2026 |
| Execution Date / Effective Date | Scheduled effective date of the share consolidation: 13 November 2026; scheduled effective date of the share exchange: 25 December 2026 |
| Valuation methodology | Market price method and DCF method (sum-of-the-parts analysis) |
| Independent valuation institution | Stream Co.,Ltd. |
| Special Committee | Established, consisting of 3 members: Gokura Masato (郷倉 正人), outside director and independent officer; Yanaoka Shigeru (柳岡 茂), outside corporate auditor, independent officer and attorney; and Mase Michio (間瀬 道夫), external expert engaged in art production services |
| Conditions Precedent to Execution | The share exchange is conditional on completion of the tender offer, satisfaction of the minimum number of shares to be purchased, approval by a special resolution of the shareholders' meeting concerning the share consolidation, and completion of these squeeze-out procedures. Bank financing is planned for the settlement funds for the tender offer. |
| Management structure after acquisition | Nozawa Katsumi (野澤 克巳) is expected to continue serving as representative director and remain involved in management after this transaction. The appointment and treatment of the other directors have not been agreed and are expected to be discussed and determined after completion of the tender offer. Employees are generally expected to retain their current employment conditions. Change of corporate name: Not disclosed |
Items this document does not state (9)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyAcquisition priceExpenses other than the acquisition priceGoodwill 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.The stated reasons are to enable the agile execution, from a medium- to long-term perspective, of initiatives such as the redevelopment of its artists, the discovery of new artists, and the strengthening of marketing for “Amiida.” These initiatives may negatively affect short-term results, and taking the Company private would also reduce the costs of maintaining its listing.
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