Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1580
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKAGA ELECTRONICS CO.,LTD.
Disclosing companyShinko Shoji Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution15 May 2026
Contract Date15 May 2026 (tender agreement)
Target company
Electronic components business, assembly (EMS) business and other businesses
Location Nihonbashi, Chuo-ku, TokyoDate of incorporation November 1953
Consideration and expenses
Acquisition price¥1,580 per share
Type of ConsiderationCash
Tender offer price¥1,580 per common share
Minimum number of shares to be purchased19,226,700 shares
Tender offer period18 May 2026 to 26 June 2026 (30 business days)
Funding arrangementsBank financing through borrowings from MUFG Bank, Ltd.
Impact on Business Performance
No specific monetary impact of the transaction as a whole on business performance has been disclosed. The impact on business performance and other matters from the termination of the capital and business alliance with レスター is expected to be immaterial.
Procedures and assumptions
Valuation methodologyMarket price analysis, market price method, comparable company analysis, DCF analysis and DCF method
Independent valuation institutionDeloitte Tohmatsu LLC and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Special CommitteeEstablished. Comprises 4 independent outside directors. The members are Yoshiike Tatsuyoshi (吉池達悦), Ishihara Toshihiko (石原敏彦), Sakamaki Yoshiteru (坂巻吉輝) (attorney-at-law) and Tanaka Kazue (田中一恵) (tax accountant).
Conditions Precedent to ExecutionApplications for at least 19,226,700 shares, the minimum number of shares to be purchased. Subject to completion of the tender offer, bank financing is expected to be obtained by the business day preceding the commencement date of settlement. Following completion, Shinko Shoji Co.,Ltd. is expected to become a wholly owned subsidiary through a share consolidation or other measures.
Management structure after acquisitionThe appointment of directors from the tender offeror's group to Shinko Shoji Co.,Ltd. is contemplated, but the details are expected to be discussed and determined after completion of the tender offer. Employees are generally expected to retain their current employment terms and conditions. No change in the corporate name has been disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | KAGA ELECTRONICS CO.,LTD. |
| Name of the Subject Company | Shinko Shoji Co.,Ltd. |
| Business Description of the Subject Company | Electronic components business, assembly (EMS) business and other businesses |
| Location of the Subject Company | Nihonbashi, Chuo-ku, Tokyo |
| Date of Establishment of the Subject Company | November 1953 |
| Acquisition price | ¥1,580 per share |
| Type of Consideration | Cash |
| Tender offer price | ¥1,580 per common share |
| Minimum number of shares to be purchased | 19,226,700 shares |
| Tender offer period | 18 May 2026 to 26 June 2026 (30 business days) |
| Number of shares acquired | To be determined based on the level of applications. The tender offeror plans to acquire all of the shares of Shinko Shoji Co.,Ltd. other than the 515,000 shares held by the tender offeror and the treasury shares held by Shinko Shoji Co.,Ltd. The minimum number of shares to be purchased is 19,226,700. |
| Voting rights ownership percentage | Before 1.74% → after 100% (Shinko Shoji Co.,Ltd. is expected to become a wholly owned subsidiary; 66.67% if the minimum number of shares to be purchased is reached) |
| Funding arrangements | Bank financing through borrowings from MUFG Bank, Ltd. |
| Impact on Business Performance | No specific monetary impact of the transaction as a whole on business performance has been disclosed. The impact on business performance and other matters from the termination of the capital and business alliance with レスター is expected to be immaterial. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 (tender agreement) |
| Valuation methodology | Market price analysis, market price method, comparable company analysis, DCF analysis and DCF method |
| Independent valuation institution | Deloitte Tohmatsu LLC and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. |
| Special Committee | Established. Comprises 4 independent outside directors. The members are Yoshiike Tatsuyoshi (吉池達悦), Ishihara Toshihiko (石原敏彦), Sakamaki Yoshiteru (坂巻吉輝) (attorney-at-law) and Tanaka Kazue (田中一恵) (tax accountant). |
| Conditions Precedent to Execution | Applications for at least 19,226,700 shares, the minimum number of shares to be purchased. Subject to completion of the tender offer, bank financing is expected to be obtained by the business day preceding the commencement date of settlement. Following completion, Shinko Shoji Co.,Ltd. is expected to become a wholly owned subsidiary through a share consolidation or other measures. |
| Management structure after acquisition | The appointment of directors from the tender offeror's group to Shinko Shoji Co.,Ltd. is contemplated, but the details are expected to be discussed and determined after completion of the tender offer. Employees are generally expected to retain their current employment terms and conditions. No change in the corporate name has been disclosed. |
Items this document does not state (10)
Capital 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)Execution Date / Effective 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.Amid intensifying competition and industry consolidation among semiconductor and electronic components trading companies, the two companies aim to enhance medium- to long-term corporate value by mutually leveraging their products, sales channels, overseas networks, EMS businesses, technological capabilities and human resources, expanding their scale and generating synergies. The parties also cite the ability to make decisions more quickly and in a more integrated manner through the acquisition of all shares and the conversion of Shinko Shoji Co.,Ltd. into a wholly owned subsidiary.
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