Worth reading
74In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
33082
¥ millionWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKAGA ELECTRONICS CO.,LTD.
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Sale of electronic components, including integrated circuits and semiconductor devices, assembly products and electronic equipment, together with related import and export operations and ancillary businesses
Location Shinagawa Ward, TokyoShare capital ¥9,501.93 million (as of 31 March 2026)Date of incorporation 25 November 1953
Net Sales¥99,113 million (fiscal year ended March 2026)
Operating profit¥1,201 million (fiscal year ended March 2026)
Net income for the current fiscal year¥1,127 million (fiscal year ended March 2026; net income attributable to owners of the parent)
Net assets¥53,541 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceTarget company shares: ¥33,082 million
Expenses other than the acquisition priceAdvisory fees and other costs are not included (amount not disclosed)
Type of ConsiderationCash
Tender offer price¥1,580 per common share
Minimum number of shares to be purchased15,988,500 shares
Tender offer period18 May 2026 to 3 August 2026 (55 business days)
Impact on Business Performance
The impact of the change in subsidiary resulting from this tender offer on the tender offeror's consolidated results is currently being reviewed.
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of share certificates and other instruments tendered must be at least equal to the minimum number of shares to be purchased. This condition has been satisfied.
| 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 | Sale of electronic components, including integrated circuits and semiconductor devices, assembly products and electronic equipment, together with related import and export operations and ancillary businesses |
| Location of the Subject Company | Shinagawa Ward, Tokyo |
| Capital Stock of the Subject Company | ¥9,501.93 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 25 November 1953 |
| Net Sales of the Subject Company | ¥99,113 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥1,201 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥1,127 million (fiscal year ended March 2026; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥53,541 million (fiscal year ended March 2026) |
| Acquisition price | Target company shares: ¥33,082 million |
| Expenses other than the acquisition price | Advisory fees and other costs are not included (amount not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,580 per common share |
| Minimum number of shares to be purchased | 15,988,500 shares |
| Tender offer period | 18 May 2026 to 3 August 2026 (55 business days) |
| Number of shares acquired | 20,938,007 shares (number of voting rights: 209,380) |
| Voting rights ownership percentage | Before 1.74％ → after 72.45％ |
| Impact on Business Performance | The impact of the change in subsidiary resulting from this tender offer on the tender offeror's consolidated results is currently being reviewed. |
| Date of board resolution | 15 May 2026 |
| Execution Date / Effective Date | 10 August 2026 (scheduled; commencement date for settlement of this tender offer) |
| Conditions Precedent to Execution | The total number of share certificates and other instruments tendered must be at least equal to the minimum number of shares to be purchased. This condition has been satisfied. |
Items this document does not state (9)
Merger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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.Shinko Shoji Co.,Ltd. will become a consolidated subsidiary because, following the tender offer, the percentage of voting rights owned in the target company will be 72.45%. It will also qualify as a specified subsidiary because the amount of the target company's stated capital is equivalent to at least 10% of the tender offeror's stated capital. The impact on consolidated results is currently being reviewed.
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