Worth reading
58In 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
795
¥ per shareWording
Conditional
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceTotal: Not disclosed (tender offer price per common share: ¥795)
Type of ConsiderationCash
Tender offer price¥795 per common share
Minimum number of shares to be purchased5,408,800 shares (54,088 voting rights). If tenders equal to or exceeding the stated minimum are received, all tendered shares and other securities will be purchased; there is no maximum.
Tender offer period27 August 2026 to 13 October 2026 (30 business days)
Funding arrangementsFollowing completion of the tender offer, the tender offeror is expected to receive an equity investment from its parent company and apply the investment proceeds to settlement funds and related expenses.
Procedures and assumptions
Valuation methodologyValuation based on a share valuation report for the Taiwan subsidiary and オキュデバイセズ prepared by 株式会社AGS FAS. The specific valuation methods are Not disclosed.
Independent valuation institution株式会社AGS FAS (which obtained a share valuation report for the Taiwan subsidiary and オキュデバイセズ)
Conditions Precedent to ExecutionCompletion of the tender offer and satisfaction of the minimum number of shares to be purchased. The share consolidation following completion of the tender offer requires approval at an extraordinary general meeting of the target company's shareholders. Approval related to an application to suspend the obligation to file securities reports is also stated as a condition.
Management structure after acquisitionFollowing the target company's privatization, its only shareholders will be the tender offeror and Arai Ryuji (新井隆二), with voting rights ownership ratios of 49% and 51%, respectively. The tender offeror and Arai have entered into a shareholders' agreement governing the target company's business operations and other matters after completion of the transaction. The corporate name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Luxshare Precision Cayman Limited |
| Name of the Subject Company | SEED CO.,LTD. |
| Acquisition price | Total: Not disclosed (tender offer price per common share: ¥795) |
| Type of Consideration | Cash |
| Tender offer price | ¥795 per common share |
| Minimum number of shares to be purchased | 5,408,800 shares (54,088 voting rights). If tenders equal to or exceeding the stated minimum are received, all tendered shares and other securities will be purchased; there is no maximum. |
| Tender offer period | 27 August 2026 to 13 October 2026 (30 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 5,408,800 shares (54,088 voting rights); no maximum. If tenders equal to or exceeding the minimum are received, all tendered shares and other securities are expected to be purchased. |
| Voting rights ownership percentage | Before Tender offeror: 0% (as of today) / Arai Ryuji (新井隆二): 48.80% → after Tender offeror: 49.00% / Arai Ryuji (新井隆二): 51.00% |
| Funding arrangements | Following completion of the tender offer, the tender offeror is expected to receive an equity investment from its parent company and apply the investment proceeds to settlement funds and related expenses. |
| Date of board resolution | 26 August 2026 |
| Contract Date | 26 August 2026 (non-tender agreement and share transfer agreement with Arai Ryuji (新井隆二), among others) |
| Execution Date / Effective Date | The settlement commencement date for the tender offer is 20 October 2026. The effective date of the share consolidation is Not disclosed. |
| Valuation methodology | Valuation based on a share valuation report for the Taiwan subsidiary and オキュデバイセズ prepared by 株式会社AGS FAS. The specific valuation methods are Not disclosed. |
| Independent valuation institution | 株式会社AGS FAS (which obtained a share valuation report for the Taiwan subsidiary and オキュデバイセズ) |
| Conditions Precedent to Execution | Completion of the tender offer and satisfaction of the minimum number of shares to be purchased. The share consolidation following completion of the tender offer requires approval at an extraordinary general meeting of the target company's shareholders. Approval related to an application to suspend the obligation to file securities reports is also stated as a condition. |
| Management structure after acquisition | Following the target company's privatization, its only shareholders will be the tender offeror and Arai Ryuji (新井隆二), with voting rights ownership ratios of 49% and 51%, respectively. The tender offeror and Arai have entered into a shareholders' agreement governing the target company's business operations and other matters after completion of the transaction. The corporate name, representative and treatment of employees are Not disclosed. |
Items this document does not state (14)
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 ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceSpecial 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.To take the target company private, make the tender offeror and Arai Ryuji (新井隆二) the target company's only shareholders after it is taken private, and set their respective voting rights ownership ratios at 49% and 51%.
How to read this page
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