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
140900
Shares (decrease in the minimum number of shares to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerDisclosing companyNice 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.
Consideration and expenses
Type of ConsiderationCash (¥601 per common share)
Tender offer price¥601 per common share
Minimum number of shares to be purchased261,700 shares (minimum set)
Tender offer periodFrom 2 June 2026 to 3 August 2026 (44 business days)
Procedures and assumptions
Valuation methodologyValuation based on a share valuation report (specific valuation methodology: Not disclosed)
Independent valuation institutionJBMA
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionThe total number of shares and other securities tendered must be at least the minimum purchase amount of 261,700 shares. Steps toward making the target company a wholly owned subsidiary include obtaining approval of the share consolidation proposal by a special resolution at the target company's extraordinary general meeting of shareholders.
Management structure after acquisitionThe target company will be made a wholly owned subsidiary, with credit support based on the acquiring group's creditworthiness and management resources, strengthening of the target company's financial base, and faster, more flexible management decision-making and agile allocation of management resources to be pursued. The dispatch of new directors and the corporate governance structure will be discussed and determined in the future. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Name of the Subject Company | Yamadai Corporation |
| Type of Consideration | Cash (¥601 per common share) |
| Tender offer price | ¥601 per common share |
| Minimum number of shares to be purchased | 261,700 shares (minimum set) |
| Tender offer period | From 2 June 2026 to 3 August 2026 (44 business days) |
| Number of shares acquired | Intended purchase volume: 772,839 shares. Actual number acquired: Not disclosed. As of 4:00 p.m. on 13 July 2026, the total number of shares and other securities tendered was 346,720. |
| Voting rights ownership percentage | Before 36.24% → after 23.56% |
| Date of board resolution | 17 July 2026 |
| Execution Date / Effective Date | 10 August 2026 (scheduled settlement commencement date) |
| Valuation methodology | Valuation based on a share valuation report (specific valuation methodology: Not disclosed) |
| Independent valuation institution | JBMA |
| Special Committee | Established. Number and attributes of members: Not disclosed |
| Conditions Precedent to Execution | The total number of shares and other securities tendered must be at least the minimum purchase amount of 261,700 shares. Steps toward making the target company a wholly owned subsidiary include obtaining approval of the share consolidation proposal by a special resolution at the target company's extraordinary general meeting of shareholders. |
| Management structure after acquisition | The target company will be made a wholly owned subsidiary, with credit support based on the acquiring group's creditworthiness and management resources, strengthening of the target company's financial base, and faster, more flexible management decision-making and agile allocation of management resources to be pursued. The dispatch of new directors and the corporate governance structure will be discussed and determined in the future. Employee treatment: Not disclosed |
Items this document does not state (17)
Counterparty nameBusiness Description of the Subject CompanyLocation 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract Date
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.In light of the tendering status, the outlook for future tenders and the target company's historical voting participation rates, the minimum was lowered to increase the certainty of completing the tender offer while reasonably ensuring the likelihood that the proposal for a share consolidation required to make the target company a wholly owned subsidiary will be approved. The extension of the tender offer period is a legal requirement in connection with the filing of an amended registration statement.
How to read this page
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