Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
364
€ million (maximum acquisition cost: approximately ¥67.7 billion)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyAUSTRIACARD HOLDINGS AG, Nikolaos Lykos
Disclosing companyDai Nippon Printing 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
Manufacture of payment IC cards and ID cards, and security printing
Location Vienna, AustriaShare capital €36,353,868 (as of the end of December 2025)Date of incorporation 2010 (group founded in 1897)
Net Sales€360.2 million (fiscal year ended December 2025)
Operating profit€29.7 million (fiscal year ended December 2025)
Net income for the current fiscal year€14.7 million (fiscal year ended December 2025; attributable to owners of the parent)
Net assets€135.9 million (fiscal year ended December 2025; consolidated net assets)
Consideration and expenses
Acquisition priceApproximately €273 million to €364 million (approximately ¥50.8 billion to ¥67.7 billion)
Type of ConsiderationCash
Tender offer price€10.0 per share (including dividends)
Minimum number of shares to be purchased27,265,401 shares (at least 75% of issued ordinary shares)
Tender offer periodWith a start date in mid-June 2026, from early July to late August (4 to 10 weeks). Details are expected to be set out in the Offer Document.
Impact on Business Performance
The impact on the company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionReceipt of tenders for at least 75% of the issued ordinary shares; foreign investment regulatory approvals in Austria, Greece and Romania; competition law approvals in Austria, Germany and Turkey; and various other conditions customarily stipulated for transactions of this type. Settlement of the share acquisition will not commence until the necessary clearances have been obtained.
Management structure after acquisitionAUSTRIACARD is expected to become a consolidated subsidiary. Change of trade name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | AUSTRIACARD HOLDINGS AG, Nikolaos Lykos |
| Name of the Subject Company | AUSTRIACARD HOLDINGS AG |
| Business Description of the Subject Company | Manufacture of payment IC cards and ID cards, and security printing |
| Location of the Subject Company | Vienna, Austria |
| Capital Stock of the Subject Company | €36,353,868 (as of the end of December 2025) |
| Date of Establishment of the Subject Company | 2010 (group founded in 1897) |
| Net Sales of the Subject Company | €360.2 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | €29.7 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | €14.7 million (fiscal year ended December 2025; attributable to owners of the parent) |
| Net Assets of the Subject Company | €135.9 million (fiscal year ended December 2025; consolidated net assets) |
| Acquisition price | Approximately €273 million to €364 million (approximately ¥50.8 billion to ¥67.7 billion) |
| Type of Consideration | Cash |
| Tender offer price | €10.0 per share (including dividends) |
| Minimum number of shares to be purchased | 27,265,401 shares (at least 75% of issued ordinary shares) |
| Tender offer period | With a start date in mid-June 2026, from early July to late August (4 to 10 weeks). Details are expected to be set out in the Offer Document. |
| Number of shares acquired | 27,265,401 to 36,353,868 shares. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0.0% → after 75.0%～100.0% |
| Impact on Business Performance | The impact on the company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial. |
| Contract Date | 13 May 2026 (basic agreement with AUSTRIACARD and tender agreement with Nikolaos Lykos) |
| Execution Date / Effective Date | During the second quarter of the fiscal year ending March 2027 (scheduled; subject to change depending on the timing of obtaining foreign investment regulatory clearance and competition law clearance) |
| Conditions Precedent to Execution | Receipt of tenders for at least 75% of the issued ordinary shares; foreign investment regulatory approvals in Austria, Greece and Romania; competition law approvals in Austria, Germany and Turkey; and various other conditions customarily stipulated for transactions of this type. Settlement of the share acquisition will not commence until the necessary clearances have been obtained. |
| Management structure after acquisition | AUSTRIACARD is expected to become a consolidated subsidiary. Change of trade name, representative and treatment of employees: Not disclosed |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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 objective is to strengthen the global information security-related business by combining DNP's business base in Asia with AUSTRIACARD's business base in Europe, Africa and North America. The company explained that it will leverage the geographic complementarity of the two companies, their technological capabilities and cross-selling opportunities to strengthen its position as a global provider of differentiated security solutions. Synergies in Africa through collaboration with the Laxton group are also expected.
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