Worth reading
76Important
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
1496
million yenWording
Conditional
How definitive the wording is.This transaction
This tender offerDisclosing companyNorth Pacific Bank,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
Recruitment and temporary staffing services, outsourced employment support services, and education and training services
Location Chuo-ku, Sapporo, HokkaidoShare capital ¥256 million (as of 30 November 2025)Date of incorporation 17 November 1987
Net Sales¥5,126.057 million (fiscal year ended May 2025)
Operating profit¥109.515 million (fiscal year ended May 2025)
Net income for the current fiscal year¥89.609 million (fiscal year ended May 2025)
Net assets¥1,399.983 million (fiscal year ended May 2025)
Consideration and expenses
Acquisition price¥1,496 million
Expenses other than the acquisition priceAdvisory fees and other expenses are not included (amount not disclosed)
Type of ConsiderationCash
Tender offer price¥1,755 per common share
Minimum number of shares to be purchased638,000 shares
Tender offer periodFrom 4 March 2026 to 21 April 2026 (34 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
Management structure after acquisitionキャリアバンク株式会社 is scheduled to become a consolidated subsidiary on 28 April 2026. A squeeze-out procedure is expected to be conducted to make North Pacific Bank the sole shareholder of キャリアバンク株式会社 and take its shares private. If completed, キャリアバンク株式会社 is expected to be delisted from the Main Market of the Sapporo Securities Exchange. The corporate name, representative, and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Name of the Subject Company | キャリアバンク株式会社 |
| Business Description of the Subject Company | Recruitment and temporary staffing services, outsourced employment support services, and education and training services |
| Location of the Subject Company | Chuo-ku, Sapporo, Hokkaido |
| Capital Stock of the Subject Company | ¥256 million (as of 30 November 2025) |
| Date of Establishment of the Subject Company | 17 November 1987 |
| Net Sales of the Subject Company | ¥5,126.057 million (fiscal year ended May 2025) |
| Operating Profit of the Subject Company | ¥109.515 million (fiscal year ended May 2025) |
| Net Income of the Subject Company | ¥89.609 million (fiscal year ended May 2025) |
| Net Assets of the Subject Company | ¥1,399.983 million (fiscal year ended May 2025) |
| Acquisition price | ¥1,496 million |
| Expenses other than the acquisition price | Advisory fees and other expenses are not included (amount not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,755 per common share |
| Minimum number of shares to be purchased | 638,000 shares |
| Tender offer period | From 4 March 2026 to 21 April 2026 (34 business days) |
| Number of shares acquired | 852,487 shares; 8,524 voting rights |
| Voting rights ownership percentage | Before 2.42％ → after 88.26％ |
| 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 | 3 March 2026 |
| Execution Date / Effective Date | 28 April 2026 (scheduled) |
| Management structure after acquisition | キャリアバンク株式会社 is scheduled to become a consolidated subsidiary on 28 April 2026. A squeeze-out procedure is expected to be conducted to make North Pacific Bank the sole shareholder of キャリアバンク株式会社 and take its shares private. If completed, キャリアバンク株式会社 is expected to be delisted from the Main Market of the Sapporo Securities Exchange. The corporate name, representative, and treatment of employees have not been disclosed. |
Items this document does not state (10)
Counterparty nameMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 tender offer was conducted as part of a transaction to acquire shares of キャリアバンク株式会社 and make it a wholly owned subsidiary of North Pacific Bank.
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.
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