Worth reading
79Important
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This MBO transaction / this MBO tender offerCounterparty株式会社バロン
Disclosing companySANKO SANGYO 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
A processing manufacturer whose core business is the production and printing of labels using only pressure-sensitive adhesive tack labels, including adhesive-processed labels, logistics labels and industrial labels
Consideration and expenses
Acquisition price¥726 per share
Type of ConsiderationCash
Tender offer price¥726 per share of the Company's common stock. The purchase price for the stock acquisition rights is Not disclosed
Minimum number of shares to be purchased5,002,400 shares (ownership ratio: 64.15%)
Tender offer periodStart date: Not disclosed; end date: 8 April 2026; 43 business days
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method
Independent valuation institutionＪ－ＴＡＰ
Special CommitteeEstablished. The committee has 3 members: Otsu Motoo (大津素男), Kawazoe Hiroaki (川添啓明) and Oka Hironobu (岡裕信). All members unanimously submitted Supplemental Opinion Letter (3)
Conditions Precedent to ExecutionFollowing the successful completion of the tender offer, the Company will implement squeeze-out procedures, including a consolidation of shares pursuant to Article 180 of the Companies Act, subject to the approval and adoption of the relevant proposals
Management structure after acquisitionIshii (石井) is expected to continue participating in the management of the Company as its Representative Director after completion of the transaction. The corporate name and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This MBO transaction / this MBO tender offer |
| Counterparty name | 株式会社バロン |
| Name of the Subject Company | SANKO SANGYO CO.,LTD. |
| Business Description of the Subject Company | A processing manufacturer whose core business is the production and printing of labels using only pressure-sensitive adhesive tack labels, including adhesive-processed labels, logistics labels and industrial labels |
| Acquisition price | ¥726 per share |
| Type of Consideration | Cash |
| Tender offer price | ¥726 per share of the Company's common stock. The purchase price for the stock acquisition rights is Not disclosed |
| Minimum number of shares to be purchased | 5,002,400 shares (ownership ratio: 64.15%) |
| Tender offer period | Start date: Not disclosed; end date: 8 April 2026; 43 business days |
| Voting rights ownership percentage | Before 66.59％ → after 64.15％ |
| Date of board resolution | 27 March 2026 (resolution concerning this change) |
| Contract Date | 3 February 2026 (the tender agreement with S.Y.S.); 24 March 2026 (the agreement to amend the tender agreement with S.Y.S. and the tender agreement with other shareholders) |
| Execution Date / Effective Date | 6 April 2026 (planned; the date changed to serve as the commencement date of settlement of the tender offer) |
| Valuation methodology | Market price method and discounted cash flow method |
| Independent valuation institution | Ｊ－ＴＡＰ |
| Special Committee | Established. The committee has 3 members: Otsu Motoo (大津素男), Kawazoe Hiroaki (川添啓明) and Oka Hironobu (岡裕信). All members unanimously submitted Supplemental Opinion Letter (3) |
| Conditions Precedent to Execution | Following the successful completion of the tender offer, the Company will implement squeeze-out procedures, including a consolidation of shares pursuant to Article 180 of the Companies Act, subject to the approval and adoption of the relevant proposals |
| Management structure after acquisition | Ishii (石井) is expected to continue participating in the management of the Company as its Representative Director after completion of the transaction. The corporate name and treatment of employees are Not disclosed |
Items this document does not state (14)
Location 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 ratioNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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 Special Committee determined that, because shareholders who entered into tender agreements held 53.32% of the shares, a competing proposal would not be able to acquire at least two-thirds of the voting rights required for a squeeze-out and therefore had no reasonable prospect of being realized and did not constitute a bona fide acquisition proposal. The Special Committee further determined that there were no issues regarding the purpose of the MBO, the transaction terms, the procedures, or fairness to general shareholders.
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