Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
703834
SharesWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyYamadai Corporation, 有限会社エステートヤマダイン, 株式会社山友殖林
Disclosing companyNice Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Logging and reforestation; domestic timber sawmilling and pre-cut processing (structural members, framing members, plywood and siding); specialized pre-cut processing; sales of housing materials (timber, building materials, housing equipment, plywood and other products); residential construction (design, construction and supervision of timber homes and large-scale wooden buildings); and real estate sales, brokerage and leasing
Location Ishinomaki City, Miyagi PrefectureShare capital ¥1,103 million (as of 31 March 2026)Date of incorporation 5 August 1964
Net Sales¥4,102 million (fiscal year ended March 2026)
Operating profit-¥287 million (fiscal year ended March 2026)
Net income for the current fiscal year-¥281 million (fiscal year ended March 2026)
Net assets¥1,866 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥321 million (this tender offer: ¥219 million; this parallel purchase: ¥101 million)
Type of ConsiderationCash
Tender offer price¥601 per common share
Minimum number of shares to be purchased261,700 shares
Tender offer periodFrom 2 June 2026 to 3 August 2026 (44 business days)
Impact on Business Performance
The impact of the change in the status of the subsidiary resulting from this tender offer and this parallel purchase on the company's consolidated results is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of tendered share certificates and other instruments must be at least the minimum planned purchase amount of 261,700 shares. The tender offer will be successful, and all tendered share certificates and other instruments will be purchased.
Management structure after acquisitionThe target company is scheduled to become the tender offeror's consolidated subsidiary. The target company's representative is Representative Director and President Takahashi Yosuke (髙橋 暢介). The disclosure states that employees of the target company are seconded to Nice Precut Co., Ltd., a wholly owned subsidiary of the tender offeror. No name change is stated.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Yamadai Corporation, 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 | Logging and reforestation; domestic timber sawmilling and pre-cut processing (structural members, framing members, plywood and siding); specialized pre-cut processing; sales of housing materials (timber, building materials, housing equipment, plywood and other products); residential construction (design, construction and supervision of timber homes and large-scale wooden buildings); and real estate sales, brokerage and leasing |
| Location of the Subject Company | Ishinomaki City, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥1,103 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 5 August 1964 |
| Net Sales of the Subject Company | ¥4,102 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | -¥287 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | -¥281 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,866 million (fiscal year ended March 2026) |
| Acquisition price | ¥321 million (this tender offer: ¥219 million; this parallel purchase: ¥101 million) |
| Type of Consideration | Cash |
| Tender offer price | ¥601 per common share |
| Minimum number of shares to be purchased | 261,700 shares |
| Tender offer period | From 2 June 2026 to 3 August 2026 (44 business days) |
| Number of shares acquired | 703,834 shares (7,038 voting rights) |
| Voting rights ownership percentage | Before －％ → after 63.36％ |
| Impact on Business Performance | The impact of the change in the status of the subsidiary resulting from this tender offer and this parallel purchase on the company's consolidated results is currently under review. |
| Date of board resolution | 1 June 2026 |
| Execution Date / Effective Date | Scheduled for 10 August 2026 (the start date of settlement for this tender offer) |
| Conditions Precedent to Execution | The total number of tendered share certificates and other instruments must be at least the minimum planned purchase amount of 261,700 shares. The tender offer will be successful, and all tendered share certificates and other instruments will be purchased. |
| Management structure after acquisition | The target company is scheduled to become the tender offeror's consolidated subsidiary. The target company's representative is Representative Director and President Takahashi Yosuke (髙橋 暢介). The disclosure states that employees of the target company are seconded to Nice Precut Co., Ltd., a wholly owned subsidiary of the tender offeror. No name change is stated. |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee
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.Because the tender offer was successful and the parallel purchase will also be conducted, the company is scheduled to become a consolidated subsidiary effective 10 August 2026.
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