Worth reading
68In 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
2151
¥100 millionWording
Definitive
How definitive the wording is.This transaction
This tender offerCounterpartyDENTSU GROUP INC., DENTSU SOKEN 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
Consideration and expenses
Acquisition priceApproximately ¥215.1 billion
Type of ConsiderationCash
Tender offer price¥2,880 per common share
Minimum number of shares to be purchased9,340,400 shares
Tender offer periodFrom 2 November 2026 through 2 December 2026 (21 business days). If the target requests an extension, through 15 December 2026 (30 business days)
Funding arrangementsThrough an investment from ITOCHU Corporation to the tender offeror and other funding arrangements. Details: Not disclosed
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 Japan Co., Ltd., Plutus Consulting Co., Ltd.
Special CommitteeEstablished. Comprising 3 independent outside directors of the target: Wada Tomoko (和田知子), Yasue Reiko (安江令子), and Murayama Yukari (村山由香里)
Conditions Precedent to ExecutionApproval and recommendation to tender by the target's board of directors, an affirmative opinion from the special committee, no prohibition or restriction by judicial or administrative authorities, clearance under domestic and overseas competition laws and other applicable laws, no grounds for withdrawal, and no undisclosed material facts or other matters
Management structure after acquisitionA total of 5 directors is contemplated: 3 from Dentsu Group and 2 from the tender offeror. Dentsu Group will nominate the representative director and president. 1 audit and supervisory board member from Dentsu Group and 1 from the tender offeror are contemplated. The target's uniqueness, autonomy and existing management structure will be respected, and no adverse changes to employees' employment or working conditions are generally contemplated. The target's brand is expected to continue to be used
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | DENTSU GROUP INC., DENTSU SOKEN 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 |
| Acquisition price | Approximately ¥215.1 billion |
| Type of Consideration | Cash |
| Tender offer price | ¥2,880 per common share |
| Minimum number of shares to be purchased | 9,340,400 shares |
| Tender offer period | From 2 November 2026 through 2 December 2026 (21 business days). If the target requests an extension, through 15 December 2026 (30 business days) |
| Number of shares acquired | 9,340,400 shares (minimum number of shares to be purchased), 93,404 voting rights |
| Voting rights ownership percentage | Before 0% (tender offerors) → after 4.78% for the minimum number of shares to be purchased (tender offeror); after the transaction, 38.22% for the tender offeror and 61.78% for Dentsu Group |
| Funding arrangements | Through an investment from ITOCHU Corporation to the tender offeror and other funding arrangements. Details: Not disclosed |
| Date of board resolution | 30 October 2026 |
| Contract Date | 31 August 2026 |
| Execution Date / Effective Date | 2 November 2026 (scheduled commencement of the tender offer). Share consolidation is scheduled for early February 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 Japan Co., Ltd., Plutus Consulting Co., Ltd. |
| Special Committee | Established. Comprising 3 independent outside directors of the target: Wada Tomoko (和田知子), Yasue Reiko (安江令子), and Murayama Yukari (村山由香里) |
| Conditions Precedent to Execution | Approval and recommendation to tender by the target's board of directors, an affirmative opinion from the special committee, no prohibition or restriction by judicial or administrative authorities, clearance under domestic and overseas competition laws and other applicable laws, no grounds for withdrawal, and no undisclosed material facts or other matters |
| Management structure after acquisition | A total of 5 directors is contemplated: 3 from Dentsu Group and 2 from the tender offeror. Dentsu Group will nominate the representative director and president. 1 audit and supervisory board member from Dentsu Group and 1 from the tender offeror are contemplated. The target's uniqueness, autonomy and existing management structure will be respected, and no adverse changes to employees' employment or working conditions are generally contemplated. The target's brand is expected to continue to be used |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock 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 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.Clearance under domestic and overseas competition laws has been obtained and the other conditions precedent have been satisfied. Following the transaction, the parties aim to strengthen growth investment, business opportunities and competitiveness by combining the ITOCHU Corporation Group's IT infrastructure, customer base, M&A and overseas network with DENTSU SOKEN INC.'s business consulting and application development capabilities.
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