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How definitive the wording is.This transaction
This tender offerCounterpartyLuxshare Precision Cayman Limited
Disclosing companySEED CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The company is principally engaged in the research and development, manufacture and sale of contact lenses, as well as the sale of contact lens care products and other products.
Net Sales¥33,942 million (fiscal year ending March 2026)
Operating profit¥1,439 million (fiscal year ending March 2026)
Net income for the current fiscal year¥1,135 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Consideration and expenses
Expenses other than the acquisition priceThe fee structure is described, but the amount is Not disclosed
Type of ConsiderationCash (¥795 per common share)
Tender offer price¥795 per common share
Minimum number of shares to be purchased5,408,800 shares (54,088 voting rights). No maximum number of shares to be purchased has been set.
Tender offer period27 August 2026 to 13 October 2026 (30 business days)
Funding arrangementsThe tender offeror plans to receive an equity contribution of up to ¥13,000 million from its parent company by the business day before the settlement commencement date and use the funds for settlement of the tender offer and related expenses.
Impact on Business Performance
The company expects the collaboration with the Luxshare group to improve sales and profits, increase production efficiency and strengthen overseas expansion, among other effects. The specific content and methods of the measures have not been determined as of today. The company explained that any dis-synergies resulting from the sale of its Taiwanese subsidiary and OcuDevices would be limited.
Procedures and assumptions
Valuation methodologyMarket price method, market price benchmark method, comparable company analysis method, comparable company benchmark method, DCF method and DCF analysis method
Independent valuation institutionAGS FAS Co., Ltd., PwC Advisory LLC, and Asia Sunrise Capital Co., Ltd. (on the tender offeror's side)
Special CommitteeEstablished. The committee consists of 4 outside directors who are independent officers: Otake Yuko (大竹裕子氏), Koizumi Noriko (小泉範子氏), Fujita Reiji (藤田礼次氏) and Obara Yukio (小原之夫氏). 2 outside corporate auditors who are independent officers, Nihei Hiroko (二瓶ひろ子氏) and Hayashi Ryutaro (林龍太郎氏), attended as observers.
Conditions Precedent to ExecutionTenders of at least 5,408,800 shares, procedures under Taiwan's foreign investment regulations and Article 27, paragraph 1 of the Foreign Exchange and Foreign Trade Act, a special resolution at a shareholders' meeting required for the share consolidation, and approval by the Prime Minister of an application to suspend the obligation to file securities reports, among other conditions.
Management structure after acquisitionFollowing completion of the transaction, the total number of directors will be 6 or 8 (8 immediately after the delisting), with Arai Ryuji (新井隆二氏) and the tender offeror each nominating the same number of directors. Each party will nominate 1 representative director, and the current management structure is expected to be maintained in principle for a certain period. The company intends to respect its current employment policies and maintain stable employment for its employees. The company name change and other director candidates are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Luxshare Precision Cayman Limited |
| Name of the Subject Company | SEED CO.,LTD. |
| Business Description of the Subject Company | The company is principally engaged in the research and development, manufacture and sale of contact lenses, as well as the sale of contact lens care products and other products. |
| Net Sales of the Subject Company | ¥33,942 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥1,439 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥1,135 million (fiscal year ending March 2026; net income attributable to owners of the parent) |
| Expenses other than the acquisition price | The fee structure is described, but the amount is Not disclosed |
| Type of Consideration | Cash (¥795 per common share) |
| Tender offer price | ¥795 per common share |
| Minimum number of shares to be purchased | 5,408,800 shares (54,088 voting rights). No maximum number of shares to be purchased has been set. |
| Tender offer period | 27 August 2026 to 13 October 2026 (30 business days) |
| Number of shares acquired | 5,408,800 shares (the minimum number of shares to be purchased; 54,088 voting rights). No maximum has been set. |
| Voting rights ownership percentage | {"previous_forecast":"0.00% (as of today, no related party of the tender offeror owns any shares in the company)","revised_forecast":"17.87%–51.20% after completion of the tender offer, and 49.00% after completion of the transaction","change":"From 0.00% to 17.87%–51.20% or 49.00% after completion of the transaction","change_rate":"Not disclosed","unit":"Voting rights ownership ratio"} |
| Funding arrangements | The tender offeror plans to receive an equity contribution of up to ¥13,000 million from its parent company by the business day before the settlement commencement date and use the funds for settlement of the tender offer and related expenses. |
| Impact on Business Performance | The company expects the collaboration with the Luxshare group to improve sales and profits, increase production efficiency and strengthen overseas expansion, among other effects. The specific content and methods of the measures have not been determined as of today. The company explained that any dis-synergies resulting from the sale of its Taiwanese subsidiary and OcuDevices would be limited. |
| Date of board resolution | 26 August 2026 |
| Contract Date | 26 August 2026 (the non-tender agreement, shareholders' agreement, share transfer agreement for the Taiwanese subsidiary and share transfer agreement for OcuDevices) |
| Execution Date / Effective Date | Late October 2026 is scheduled for settlement of the tender offer, and late December 2026 is assumed for the effective date of the share consolidation. The private transaction is scheduled to take place promptly after implementation of the share consolidation and share split. |
| Valuation methodology | Market price method, market price benchmark method, comparable company analysis method, comparable company benchmark method, DCF method and DCF analysis method |
| Independent valuation institution | AGS FAS Co., Ltd., PwC Advisory LLC, and Asia Sunrise Capital Co., Ltd. (on the tender offeror's side) |
| Special Committee | Established. The committee consists of 4 outside directors who are independent officers: Otake Yuko (大竹裕子氏), Koizumi Noriko (小泉範子氏), Fujita Reiji (藤田礼次氏) and Obara Yukio (小原之夫氏). 2 outside corporate auditors who are independent officers, Nihei Hiroko (二瓶ひろ子氏) and Hayashi Ryutaro (林龍太郎氏), attended as observers. |
| Conditions Precedent to Execution | Tenders of at least 5,408,800 shares, procedures under Taiwan's foreign investment regulations and Article 27, paragraph 1 of the Foreign Exchange and Foreign Trade Act, a special resolution at a shareholders' meeting required for the share consolidation, and approval by the Prime Minister of an application to suspend the obligation to file securities reports, among other conditions. |
| Management structure after acquisition | Following completion of the transaction, the total number of directors will be 6 or 8 (8 immediately after the delisting), with Arai Ryuji (新井隆二氏) and the tender offeror each nominating the same number of directors. Each party will nominate 1 representative director, and the current management structure is expected to be maintained in principle for a certain period. The company intends to respect its current employment policies and maintain stable employment for its employees. The company name change and other director candidates are Not disclosed. |
Items this document does not state (8)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceMerger ratio/share exchange ratioGoodwill 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 company aims to strengthen manufacturing efficiency, sales and profits, overseas expansion, technology development and medium- to long-term investment by leveraging the Luxshare group's automation and smart manufacturing technologies, procurement and logistics networks, and sales network centered on China. The company also determined that going private would enable it to pursue growth investments without being affected by short-term profits.
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