Worth reading
71In 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
5978487
Shares (planned purchase quantity)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterparty株式会社Orsay
Disclosing companyART VIVANT CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition price¥1,900 per common share (total amount: Not disclosed)
Type of ConsiderationCash
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)
Procedures and assumptions
Conditions Precedent to ExecutionA minimum purchase condition of 3,845,584 shares has been set. Other conditions precedent: Not disclosed
Management structure after acquisitionNozawa Katsumi (野澤克巳) is expected to remain involved in management as the target company's Representative Director, Chairman and President after the transaction. Changes to the trade name and employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社Orsay |
| Name of the Subject Company | ART VIVANT CO.,LTD. |
| Acquisition price | ¥1,900 per common share (total amount: Not disclosed) |
| Type of Consideration | Cash |
| 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 | Proposed number of shares to be purchased: 5,978,487; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0％ (after not disclosed) |
| Date of board resolution | 10 July 2026 |
| Contract Date | 10 July 2026 |
| Execution Date / Effective Date | Settlement commencement date: 1 September 2026 (Tuesday). Effective date of the share consolidation: Not disclosed |
| Conditions Precedent to Execution | A minimum purchase condition of 3,845,584 shares has been set. Other conditions precedent: Not disclosed |
| Management structure after acquisition | Nozawa Katsumi (野澤克巳) is expected to remain involved in management as the target company's Representative Director, Chairman and President after the transaction. Changes to the trade name and employee treatment: Not disclosed |
Items this document does not state (17)
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)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial 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 transaction is intended to make the Offeror the target company's sole shareholder and take the target company's shares private. This transaction constitutes an MBO, and Nozawa Katsumi (野澤克巳) is expected to remain involved in management as the target company's Representative Director, Chairman and President after the transaction.
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