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
2880
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyDENTSU GROUP INC.
Disclosing companyITOCHU Corporation
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
Integrated provision of 6 service categories: consulting services, contract-based systems development, software products, software goods, outsourcing and operation and maintenance services, and sales of information equipment
Date of incorporation December 1975
Net Sales¥93,351 million (financial forecast for the six months of the fiscal year ending December 2026)
Operating profit¥13,158 million (financial forecast for the six months of the fiscal year ending December 2026)
Consideration and expenses
Acquisition price¥2,880 per common share (total consideration not stated)
Expenses other than the acquisition priceThe disclosure states that the fees payable to Goldman Sachs and others include success fees, but does not state the amounts
Type of ConsiderationCash
Tender offer price¥2,880 per common share
Minimum number of shares to be purchased9,340,400 shares (equivalent to 93,404 voting rights). This is a provisional figure at present and is scheduled to be finalized before the commencement of the tender offer. There is no upper limit
Tender offer periodScheduled to commence around early November 2026 and continue for 20 business days from the commencement date. The period may exceed 20 business days because of differences in Japanese and U.S. holidays, and the closing date has not been determined
Impact on Business Performance
Access to demand for IT investment from the ITOCHU CORPORATION Group is expected to make a significant contribution to expanding revenue and substantially improving important KPIs, including profit margins, but no amount of the transaction's impact on financial results is stated
Procedures and assumptions
Valuation methodologyMarket price method, DCF method, comparable companies analysis, premium analysis and comparable transactions analysis
Independent valuation institutionSMBC Nikko Securities Inc., Goldman Sachs Securities Co., Ltd., and Plutus Consulting Co., Ltd.
Special CommitteeEstablished. Comprises 3 independent outside directors of DENTSU SOKEN INC.: Wada Tomoko (和田知子), Yasue Reiko (安江令子) and Murayama Yukari (村山由香里). Wada Tomoko (和田知子) serves as chairperson
Conditions Precedent to ExecutionA resolution and public announcement by DENTSU SOKEN INC.'s board of directors expressing support for the tender offer and recommending that shareholders tender their shares, and maintenance of that position; maintenance of a positive opinion from the special committee; no prohibition or restriction by judicial or administrative authorities or other bodies; obtaining, or being reasonably expected to obtain, clearance under competition laws in Japan, China, the EU and other jurisdictions; no grounds for withdrawing the tender offer; and no undisclosed material facts or other undisclosed important information concerning DENTSU SOKEN INC.
Management structure after acquisitionDENTSU GROUP INC. will maintain a 61.78% shareholding in DENTSU SOKEN INC., and joint management by DENTSU GROUP INC., DENTSU SOKEN INC. and the tender offeror is contemplated. The board of directors will comprise 5 members, with DENTSU GROUP INC. expected to nominate 3, including 1 representative director and president, and the tender offeror expected to nominate 2. Subject to the transition to a company with an audit and supervisory board, the audit and supervisory board will comprise 2 members, with each party expected to nominate 1. Specific candidates have not been determined. The existing management structure and independence will be respected, no disadvantageous changes to employees' employment or working conditions are generally contemplated, and DENTSU SOKEN INC.'s brand is expected to continue to be used
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | DENTSU GROUP INC. |
| Name of the Subject Company | DENTSU SOKEN INC. |
| Business Description of the Subject Company | Integrated provision of 6 service categories: consulting services, contract-based systems development, software products, software goods, outsourcing and operation and maintenance services, and sales of information equipment |
| Date of Establishment of the Subject Company | December 1975 |
| Net Sales of the Subject Company | ¥93,351 million (financial forecast for the six months of the fiscal year ending December 2026) |
| Operating Profit of the Subject Company | ¥13,158 million (financial forecast for the six months of the fiscal year ending December 2026) |
| Acquisition price | ¥2,880 per common share (total consideration not stated) |
| Expenses other than the acquisition price | The disclosure states that the fees payable to Goldman Sachs and others include success fees, but does not state the amounts |
| Type of Consideration | Cash |
| Tender offer price | ¥2,880 per common share |
| Minimum number of shares to be purchased | 9,340,400 shares (equivalent to 93,404 voting rights). This is a provisional figure at present and is scheduled to be finalized before the commencement of the tender offer. There is no upper limit |
| Tender offer period | Scheduled to commence around early November 2026 and continue for 20 business days from the commencement date. The period may exceed 20 business days because of differences in Japanese and U.S. holidays, and the closing date has not been determined |
| Number of shares acquired | The minimum number of shares to be purchased is 9,340,400 shares (93,404 voting rights). Following completion, all shares of DENTSU SOKEN INC. other than the shares subject to non-tendering arrangements and treasury shares are scheduled to be acquired, but the final number of shares to be acquired has not been determined |
| Voting rights ownership percentage | Before 0% (the offeror) → after 4.78–38.22% (tender offeror following completion of the tender offer) |
| Impact on Business Performance | Access to demand for IT investment from the ITOCHU CORPORATION Group is expected to make a significant contribution to expanding revenue and substantially improving important KPIs, including profit margins, but no amount of the transaction's impact on financial results is stated |
| Date of board resolution | 31 August 2026 (resolution made again following the resolution on 28 August 2026) |
| Contract Date | 31 August 2026 |
| Execution Date / Effective Date | This Tender Offer is scheduled to commence around early November 2026. The share consolidation is scheduled for around March 2027 |
| Valuation methodology | Market price method, DCF method, comparable companies analysis, premium analysis and comparable transactions analysis |
| Independent valuation institution | SMBC Nikko Securities Inc., Goldman Sachs Securities Co., Ltd., and Plutus Consulting Co., Ltd. |
| Special Committee | Established. Comprises 3 independent outside directors of DENTSU SOKEN INC.: Wada Tomoko (和田知子), Yasue Reiko (安江令子) and Murayama Yukari (村山由香里). Wada Tomoko (和田知子) serves as chairperson |
| Conditions Precedent to Execution | A resolution and public announcement by DENTSU SOKEN INC.'s board of directors expressing support for the tender offer and recommending that shareholders tender their shares, and maintenance of that position; maintenance of a positive opinion from the special committee; no prohibition or restriction by judicial or administrative authorities or other bodies; obtaining, or being reasonably expected to obtain, clearance under competition laws in Japan, China, the EU and other jurisdictions; no grounds for withdrawing the tender offer; and no undisclosed material facts or other undisclosed important information concerning DENTSU SOKEN INC. |
| Management structure after acquisition | DENTSU GROUP INC. will maintain a 61.78% shareholding in DENTSU SOKEN INC., and joint management by DENTSU GROUP INC., DENTSU SOKEN INC. and the tender offeror is contemplated. The board of directors will comprise 5 members, with DENTSU GROUP INC. expected to nominate 3, including 1 representative director and president, and the tender offeror expected to nominate 2. Subject to the transition to a company with an audit and supervisory board, the audit and supervisory board will comprise 2 members, with each party expected to nominate 1. Specific candidates have not been determined. The existing management structure and independence will be respected, no disadvantageous changes to employees' employment or working conditions are generally contemplated, and DENTSU SOKEN INC.'s brand is expected to continue to be used |
Items this document does not state (8)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioFunding arrangementsGoodwill 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 stated reasons are to make DENTSU SOKEN INC.'s shareholders consist solely of DENTSU GROUP INC. and the tender offeror, thereby enabling more agile decision-making over the medium to long term, and to combine DENTSU SOKEN INC.'s business consulting and application development capabilities with the ITOCHU CORPORATION Group's IT infrastructure, customer base, M&A capabilities and overseas network to accelerate growth investment, expand business opportunities and strengthen competitiveness. Although uncertainties arose regarding the interpretation of certain provisions of the relevant agreements after the resolution on 28 August, the matter was confirmed with the counterparty on 31 August, and the decision was therefore made again.
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