This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The company is principally engaged in the wholesale and retail sale of timber, building materials, housing equipment, plywood and other products; computer-controlled cutting of timber for large-scale buildings and other projects; anti-corrosion processing, kiln drying and lumber production; the design, construction and supervision of large-scale wooden buildings, custom-built wooden homes, proposed homes and other structures; the sale of subdivided housing; and the sale and brokerage of real estate. It also provides a broad range of services related to these businesses, including real estate leasing and brokerage.
The transaction is expected to expand the target company's sales regions, strengthen its supply structure and earnings base, and generate synergies. Under the target company's business plan, operating profit is projected at a loss of ¥39 million for the fiscal year ending March 2027, followed by profits of ¥30 million for the fiscal year ending March 2028, ¥88 million for the fiscal year ending March 2029, ¥149 million for the fiscal year ending March 2030 and ¥215 million for the fiscal year ending March 2031. Free cash flow is projected at negative ¥173 million for the fiscal year ending March 2027, negative ¥727 million for the fiscal year ending March 2028, ¥118 million for the fiscal year ending March 2029, ¥174 million for the fiscal year ending March 2030 and ¥215 million for the fiscal year ending March 2031.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 有限会社エステートヤマダイン, 株式会社山友殖林 |
| Name of the Subject Company | Yamadai Corporation |
| Business Description of the Subject Company | The company is principally engaged in the wholesale and retail sale of timber, building materials, housing equipment, plywood and other products; computer-controlled cutting of timber for large-scale buildings and other projects; anti-corrosion processing, kiln drying and lumber production; the design, construction and supervision of large-scale wooden buildings, custom-built wooden homes, proposed homes and other structures; the sale of subdivided housing; and the sale and brokerage of real estate. It also provides a broad range of services related to these businesses, including real estate leasing and brokerage. |
| Date of Establishment of the Subject Company | August 1964 |
| Type of Consideration | Cash |
| Tender offer price | ¥601 per common share |
| Minimum number of shares to be purchased | 402,600 shares |
| Tender offer period | 2 June 2026 to 13 July 2026 (30 business days) |
| Number of shares acquired | The minimum number of shares to be purchased in this tender offer is 402,600. The parallel purchase covers 338,000 shares. At the minimum acceptance level, the total is equivalent to 740,600 shares and 7,406 voting rights. |
| Voting rights ownership percentage | Before 0% (as of today, no shares of the target company are held) → after 100% (the target company is scheduled to become a wholly owned subsidiary; 36.24% if the minimum number of shares to be purchased is reached) |
| Amount of extraordinary income (loss) | The disclosure states that the target company recorded an extraordinary loss, specifically an impairment loss, for the fiscal year ended March 2026, but the amount and the amount to be recorded in connection with this transaction are not disclosed. |
| Impact on Business Performance | The transaction is expected to expand the target company's sales regions, strengthen its supply structure and earnings base, and generate synergies. Under the target company's business plan, operating profit is projected at a loss of ¥39 million for the fiscal year ending March 2027, followed by profits of ¥30 million for the fiscal year ending March 2028, ¥88 million for the fiscal year ending March 2029, ¥149 million for the fiscal year ending March 2030 and ¥215 million for the fiscal year ending March 2031. Free cash flow is projected at negative ¥173 million for the fiscal year ending March 2027, negative ¥727 million for the fiscal year ending March 2028, ¥118 million for the fiscal year ending March 2029, ¥174 million for the fiscal year ending March 2030 and ¥215 million for the fiscal year ending March 2031. |
| Date of board resolution | 1 June 2026 |
| Contract Date | 1 June 2026 (share transfer agreement). The business alliance agreement is dated 9 January 2026. |
| Execution Date / Effective Date | The parallel purchase is scheduled to be carried out on the same date as the commencement of settlement of this tender offer. An extraordinary shareholders meeting concerning the share consolidation is scheduled for around early September 2026. |
| Valuation methodology | Market price average method and DCF method |
| Independent valuation institution | Daiwa Institute of Research Ltd., Japan Blue M&A Advisory Co., Ltd. (JBMA) |
| Special Committee | Established. The committee comprises 3 members: Takahashi Takeshi (髙橋猛), outside director; Hasegawa Takashi (長谷川隆司), outside corporate auditor and independent officer; and Sato Mitsuhiro (佐藤光弘), outside corporate auditor. |
| Conditions Precedent to Execution | The number of shares tendered must be at least the minimum number to be purchased, 402,600 shares. If this threshold is not met, none of the tendered shares will be purchased. Following completion, Nice plans to implement a demand for the sale of shares or a share consolidation to make the target company a wholly owned subsidiary. |
| Management structure after acquisition | Nice plans to strengthen collaboration between the target company group and the Nice group and operate them as an integrated group. Whether Nice will second directors to the target company and the target company's corporate structure will be determined through future discussions. Nice states that it will seek to provide stable support to the target company's employees as members of the group. Changes to the corporate name are Not disclosed. |
Items this document does not state (11)
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 aim is to strengthen the supply structure from procurement through processing, logistics and sales by integrating Yamadai Corporation's ability to procure logs, lumber processing and specialized pre-cut processing technologies, and capabilities in non-residential wooden construction with Nice Corporation's sales and logistics network and sales and planning capabilities. Nice also aims to expand Yamadai Corporation's sales regions, improve equipment utilization and its earnings structure, accelerate decision-making, and reduce financing and listing-maintenance costs.