Worth reading
73In 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
6497
¥ millions (tender offer consideration)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyKato Hiroyuki (加藤裕之), プラスフジ株式会社, 光通信ＫＫ投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ２投資事業有限責任組合, エスアイエル投資事業有限責任組合, ＨＩＫＡＲＩ ＴＳＵＳＨＩＮ ＩＮＶＥＳＴＭＥＮＴＳ ＯＫＩＮＡＷＡ株式会社
Disclosing companyORIX CORPORATION
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
Development and sale of IT system performance monitoring software and provision of related services
Location Chuo-ku, TokyoShare capital ¥447 millionDate of incorporation 16 October 2002
Consideration and expenses
Acquisition price¥6,497 million (tender offer consideration)
Type of ConsiderationCash
Tender offer price¥1,490 per common share
Minimum number of shares to be purchased2,508,200 shares (ownership ratio: 45.13%)
Tender offer period12 November 2026 to 24 December 2026 (30 business days)
Funding arrangementsCapital contribution from the OPI2002 Investment Partnership (up to ¥3,213 million) and borrowings from Sumitomo Mitsui Trust Bank, Limited (up to ¥6,000 million)
Impact on Business Performance
The transaction is expected to contribute to long-term and medium-term revenue growth and appropriate cost management.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and DCF analysis
Independent valuation institution株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee consists of 3 members: independent outside directors Amano Nobuyuki (天野信之) and Yuri Takashi (由利孝), and independent outside audit and supervisory board member and certified public accountant Mochizuki Akihiko (望月明彦).
Conditions Precedent to ExecutionThe tender offer will be successful if the number of shares tendered is at least the minimum number of shares to be purchased, 2,508,200 shares. If the number is below the minimum, the tendered shares will not be purchased. Following a successful tender offer, a squeeze-out through a share consolidation is planned.
Management structure after acquisitionRepresentative Director, President and COO Oda Naru (小田成) and Senior Managing Director Ota Yuki (太田祐樹) are expected to continue serving as directors. ORIX CORPORATION Group and エイチ・シー・ネットワークス株式会社 plan to dispatch part-time officers and resident employees, although the number has not been determined. As a basic policy, the employment and treatment of employees will generally continue under the current conditions, and the company name and brand will be maintained.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Kato Hiroyuki (加藤裕之), プラスフジ株式会社, 光通信ＫＫ投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ２投資事業有限責任組合, エスアイエル投資事業有限責任組合, ＨＩＫＡＲＩ ＴＳＵＳＨＩＮ ＩＮＶＥＳＴＭＥＮＴＳ ＯＫＩＮＡＷＡ株式会社 |
| Name of the Subject Company | Internetworking and Broadband Consulting Co.,Ltd. |
| Business Description of the Subject Company | Development and sale of IT system performance monitoring software and provision of related services |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥447 million |
| Date of Establishment of the Subject Company | 16 October 2002 |
| Acquisition price | ¥6,497 million (tender offer consideration) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,490 per common share |
| Minimum number of shares to be purchased | 2,508,200 shares (ownership ratio: 45.13%) |
| Tender offer period | 12 November 2026 to 24 December 2026 (30 business days) |
| Number of shares acquired | 4,360,641 shares (planned number of shares to be purchased), number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0.00％ → after 66.67% (if the minimum number of shares to be purchased is reached) / ultimately 100.00% (planned) |
| Funding arrangements | Capital contribution from the OPI2002 Investment Partnership (up to ¥3,213 million) and borrowings from Sumitomo Mitsui Trust Bank, Limited (up to ¥6,000 million) |
| Impact on Business Performance | The transaction is expected to contribute to long-term and medium-term revenue growth and appropriate cost management. |
| Date of board resolution | 11 November 2026 |
| Contract Date | 11 November 2026 |
| Execution Date / Effective Date | Start of settlement for the tender offer: late December 2026 (planned); effective date of the share consolidation: mid-March 2027 (planned); purchase of treasury shares: around late March 2027 (planned) |
| Valuation methodology | Market price method, comparable company analysis and DCF analysis |
| Independent valuation institution | 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee consists of 3 members: independent outside directors Amano Nobuyuki (天野信之) and Yuri Takashi (由利孝), and independent outside audit and supervisory board member and certified public accountant Mochizuki Akihiko (望月明彦). |
| Conditions Precedent to Execution | The tender offer will be successful if the number of shares tendered is at least the minimum number of shares to be purchased, 2,508,200 shares. If the number is below the minimum, the tendered shares will not be purchased. Following a successful tender offer, a squeeze-out through a share consolidation is planned. |
| Management structure after acquisition | Representative Director, President and COO Oda Naru (小田成) and Senior Managing Director Ota Yuki (太田祐樹) are expected to continue serving as directors. ORIX CORPORATION Group and エイチ・シー・ネットワークス株式会社 plan to dispatch part-time officers and resident employees, although the number has not been determined. As a basic policy, the employment and treatment of employees will generally continue under the current conditions, and the company name and brand will be maintained. |
Items this document does not state (8)
Net 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)
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 companies intend to build lifecycle-based IT infrastructure services by combining Internetworking and Broadband Consulting Co.,Ltd.'s IT system performance monitoring software and monitoring and analysis expertise with エイチ・シー・ネットワークス株式会社's design, construction, maintenance and operation capabilities. They also plan to expand business opportunities and strengthen their technological capabilities and service delivery by making reciprocal use of both companies' customer bases and personnel, and by leveraging ORIX CORPORATION Group's sales network.
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