Worth reading
72In 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
1580
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyNomura Aya (野村絢), 株式会社シティインデックスファースト, 株式会社シティインデックスイレブンス, Restar Corporation, 有限会社キタイアンドカンパニー, Kitai Akio (北井暁夫)
Disclosing companyKAGA ELECTRONICS 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 (the tender offer agreement and application agreement)
Target company
(a) Electronic components business: The company offers a broad range of more than 25,000 products, primarily semiconductors and electronic components, to customers across a wide range of fields, with a focus on industrial equipment and automotive applications. (b) Assembly (EMS) business: Drawing on experience accumulated through many years of EMS-related business, the company provides flexible services tailored to customers' diverse needs, ranging from product planning, circuit design and materials procurement to board mounting and unit assembly. (c) Other businesses: The company sells electronic equipment and undertakes software development for microcomputers, among other activities. By providing integrated development services from specification design and development through verification, it has established a customer-focused support structure.
Location Nihonbashi, Chuo-ku, TokyoDate of incorporation November 1953
Consideration and expenses
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 arrangementsBorrowing from MUFG Bank, Ltd. (the bank financing)
Impact on Business Performance
The impact on earnings and other matters from the termination of the capital and business alliance with Restar Corporation is expected to be limited. The impact of the transaction as a whole on earnings is Not disclosed.
Procedures and assumptions
Valuation methodologyMarket price method, DCF method, market price analysis, comparable company analysis and DCF analysis
Independent valuation institution合同会社デロイト トーマツ and 三菱ＵＦＪモルガン・スタンレー証券株式会社
Special CommitteeEstablished. Comprising 4 independent outside directors: Yoshiike Tatsuyoshi (吉池達悦), Ishihara Toshihiko (石原敏彦), Sakamaki Yoshiteru (坂巻吉輝) and Tanaka Kazue (田中一恵). Yoshiike Tatsuyoshi (吉池達悦) serves as chair.
Conditions Precedent to ExecutionThe number of share certificates and other securities tendered in the tender offer must be at least the minimum number of shares to be purchased. If the number is below the minimum, none of the tendered share certificates and other securities will be purchased. The bank financing is conditional on completion of the tender offer.
Management structure after acquisitionThe dispatch of directors from the tender offeror's group to the target company is contemplated, with details to be discussed and determined after completion of the transaction. The target company group's employees are generally expected to retain their current employment conditions. The target company is planned to become a wholly owned subsidiary, followed by squeeze-out procedures such as a share consolidation.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Nomura Aya (野村絢), 株式会社シティインデックスファースト, 株式会社シティインデックスイレブンス, Restar Corporation, 有限会社キタイアンドカンパニー, Kitai Akio (北井暁夫) |
| Name of the Subject Company | Shinko Shoji Co.,Ltd. |
| Business Description of the Subject Company | (a) Electronic components business: The company offers a broad range of more than 25,000 products, primarily semiconductors and electronic components, to customers across a wide range of fields, with a focus on industrial equipment and automotive applications. (b) Assembly (EMS) business: Drawing on experience accumulated through many years of EMS-related business, the company provides flexible services tailored to customers' diverse needs, ranging from product planning, circuit design and materials procurement to board mounting and unit assembly. (c) Other businesses: The company sells electronic equipment and undertakes software development for microcomputers, among other activities. By providing integrated development services from specification design and development through verification, it has established a customer-focused support structure. |
| Location of the Subject Company | Nihonbashi, Chuo-ku, Tokyo |
| Date of Establishment of the Subject Company | November 1953 |
| 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 | All shares of the target company, excluding shares of the target company owned by the tender offeror and treasury shares held by the target company; to be determined based on the number of shares tendered. The minimum number of shares to be purchased is 19,226,700, with no maximum. The number of voting rights has not been determined. |
| Voting rights ownership percentage | Before 1.74％ → after 66.67% (based on the minimum number of shares to be purchased) / 100% upon making the target company a wholly owned subsidiary |
| Funding arrangements | Borrowing from MUFG Bank, Ltd. (the bank financing) |
| Impact on Business Performance | The impact on earnings and other matters from the termination of the capital and business alliance with Restar Corporation is expected to be limited. The impact of the transaction as a whole on earnings is Not disclosed. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 (the tender offer agreement and application agreement) |
| Valuation methodology | Market price method, DCF method, market price analysis, comparable company analysis and DCF analysis |
| Independent valuation institution | 合同会社デロイト トーマツ and 三菱ＵＦＪモルガン・スタンレー証券株式会社 |
| Special Committee | Established. Comprising 4 independent outside directors: Yoshiike Tatsuyoshi (吉池達悦), Ishihara Toshihiko (石原敏彦), Sakamaki Yoshiteru (坂巻吉輝) and Tanaka Kazue (田中一恵). Yoshiike Tatsuyoshi (吉池達悦) serves as chair. |
| Conditions Precedent to Execution | The number of share certificates and other securities tendered in the tender offer must be at least the minimum number of shares to be purchased. If the number is below the minimum, none of the tendered share certificates and other securities will be purchased. The bank financing is conditional on completion of the tender offer. |
| Management structure after acquisition | The dispatch of directors from the tender offeror's group to the target company is contemplated, with details to be discussed and determined after completion of the transaction. The target company group's employees are generally expected to retain their current employment conditions. The target company is planned to become a wholly owned subsidiary, followed by squeeze-out procedures such as a share consolidation. |
Items this document does not state (11)
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 CompanyAcquisition priceExpenses 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.The company determined that swift, integrated decision-making through making Shinko Shoji Co.,Ltd. a wholly owned subsidiary is necessary to respond to industry consolidation and intensifying competition in the semiconductor and electronic components trading industry, and to maximize synergies by mutually leveraging the two companies' products, customer bases, overseas networks, manufacturing sites and human resources.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.