Worth reading
73In 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
351
€ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyShareholders of AUSTRIACARD HOLDINGS AG (major shareholder: 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.
Execution Date / Effective DateThe acquisition of shares tendered during the initial tender offer period is expected to be completed during the second quarter of the fiscal year ending March 2027
Target company
Manufacture of payment IC cards and ID cards, and security printing
Location Vienna, AustriaShare capital EUR 36,353,868 (as of the end of December 2025)Date of incorporation 2010 (group founded in 1897)
Net SalesEUR 360.2 million (fiscal year ended December 2025)
Operating profitEUR 29.7 million (fiscal year ended December 2025)
Net income for the current fiscal yearEUR 14.7 million (fiscal year ended December 2025)
Net assetsEUR 135.9 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceApproximately EUR 351 million (approximately ¥65.2 billion)
Type of ConsiderationCash
Tender offer priceEUR 10.0 per share (including dividends)
Minimum number of shares to be purchasedAt least 75% of the issued common shares. The minimum tender condition has been satisfied
Tender offer period12 June 2026–21 August 2026 (10 weeks). Additional tender offer period: 26 August 2026–26 November 2026 (3 months)
Impact on Business Performance
The impact of this public tender offer and the change in the subsidiary on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionClearance under Austria's foreign investment regulations and a squeeze-out resolution at a general meeting of the target company's shareholders, among other conditions
Management structure after acquisitionSubject to obtaining clearance under foreign investment regulations, AUSTRIACARD is expected to become the Company's wholly owned consolidated subsidiary through a squeeze-out. The target company's shares are expected to be delisted from the Vienna Stock Exchange and Euronext Athens Stock Exchange following the prescribed procedures. The corporate name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Shareholders of AUSTRIACARD HOLDINGS AG (major shareholder: 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 | EUR 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 | EUR 360.2 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | EUR 29.7 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | EUR 14.7 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | EUR 135.9 million (fiscal year ended December 2025) |
| Acquisition price | Approximately EUR 351 million (approximately ¥65.2 billion) |
| Type of Consideration | Cash |
| Tender offer price | EUR 10.0 per share (including dividends) |
| Minimum number of shares to be purchased | At least 75% of the issued common shares. The minimum tender condition has been satisfied |
| Tender offer period | 12 June 2026–21 August 2026 (10 weeks). Additional tender offer period: 26 August 2026–26 November 2026 (3 months) |
| Number of shares acquired | 35,099,096 shares; voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0.00％ → after Approximately 96.55% |
| Impact on Business Performance | The impact of this public tender offer and the change in the subsidiary on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial |
| Execution Date / Effective Date | The acquisition of shares tendered during the initial tender offer period is expected to be completed during the second quarter of the fiscal year ending March 2027 |
| Conditions Precedent to Execution | Clearance under Austria's foreign investment regulations and a squeeze-out resolution at a general meeting of the target company's shareholders, among other conditions |
| Management structure after acquisition | Subject to obtaining clearance under foreign investment regulations, AUSTRIACARD is expected to become the Company's wholly owned consolidated subsidiary through a squeeze-out. The target company's shares are expected to be delisted from the Vienna Stock Exchange and Euronext Athens Stock Exchange following the prescribed procedures. The corporate name, representative and treatment of employees: Not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation 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.This document does not explain the reasons for conducting the public tender offer or its strategic objectives.
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