Worth reading
57In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
1825640
Shares (planned purchase quantity)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyDaihatsu Motor Co., Ltd.
Disclosing companySPARX Group 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
Supplier of forged components for kei cars, compact commercial vehicles and other vehicles
Consideration and expenses
Type of ConsiderationCash (¥7,600 per common share)
Tender offer price¥7,600 per common share
Minimum number of shares to be purchased867,000 shares (30.29% ownership)
Tender offer period15 May 2026 to 25 June 2026 (30 business days)
Funding arrangementsThe offeror will provide the target with funds to be used as consideration for the target's acquisition of treasury shares. The specific source and financing method for the acquisition funds are Not disclosed.
Procedures and assumptions
Conditions Precedent to ExecutionThe conditions are completion of a share consolidation following the successful completion of the tender offer, the target's acquisition of treasury shares subject to the share consolidation taking effect, and approval of the share consolidation and other matters at an extraordinary general meeting of shareholders.
Management structure after acquisitionFollowing the reinvestment, the Japan Manufacturing Future No. 2 Fund is expected to hold 66.7% of the acquisition vehicle and Daihatsu Motor Co., Ltd. 33.3%. The two parties will enter into a shareholders' agreement concerning the operation of the acquisition vehicle and the target, and will cooperate to enhance the target's corporate value. A statutory absorption merger between the offeror and the target is planned, but the surviving company and timing have not been determined. Treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Daihatsu Motor Co., Ltd. |
| Name of the Subject Company | METALART CORPORATION |
| Business Description of the Subject Company | Supplier of forged components for kei cars, compact commercial vehicles and other vehicles |
| Type of Consideration | Cash (¥7,600 per common share) |
| Tender offer price | ¥7,600 per common share |
| Minimum number of shares to be purchased | 867,000 shares (30.29% ownership) |
| Tender offer period | 15 May 2026 to 25 June 2026 (30 business days) |
| Number of shares acquired | Planned number of shares to be purchased: 1,825,640 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before The offeror, SPARX, SATM and the Japan Manufacturing Future No. 2 Fund: 0% (as of today, none owns shares in the target); Daihatsu Motor Co., Ltd.: 36.23% → after If the minimum number of shares to be purchased is reached, the offeror will hold 30.29% and Daihatsu Motor Co., Ltd. 36.23%, for a combined total of 66.51%. The target is ultimately expected to become a wholly owned subsidiary. |
| Funding arrangements | The offeror will provide the target with funds to be used as consideration for the target's acquisition of treasury shares. The specific source and financing method for the acquisition funds are Not disclosed. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 (shareholders' agreement between the Japan Manufacturing Future No. 2 Fund and Daihatsu Motor Co., Ltd.) |
| Execution Date / Effective Date | The settlement commencement date for the tender offer is 2 July 2026. The effective date of the share consolidation and the timing of the merger have not been determined. |
| Conditions Precedent to Execution | The conditions are completion of a share consolidation following the successful completion of the tender offer, the target's acquisition of treasury shares subject to the share consolidation taking effect, and approval of the share consolidation and other matters at an extraordinary general meeting of shareholders. |
| Management structure after acquisition | Following the reinvestment, the Japan Manufacturing Future No. 2 Fund is expected to hold 66.7% of the acquisition vehicle and Daihatsu Motor Co., Ltd. 33.3%. The two parties will enter into a shareholders' agreement concerning the operation of the acquisition vehicle and the target, and will cooperate to enhance the target's corporate value. A statutory absorption merger between the offeror and the target is planned, but the surviving company and timing have not been determined. Treatment of employees is Not disclosed. |
Items this document does not state (16)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial Committee
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 expected declines in demand for internal-combustion-engine-related components as the automotive industry decarbonizes and responds to CASE trends, the aim is to strengthen METALART CORPORATION's existing businesses and expand into new areas, including the motor business. In light of the possibility that upfront costs and significant capital investment could adversely affect short-term profits and cash flow, the company plans to reduce the burdens associated with remaining listed and pursue management transformation after going private. It also explains that Daihatsu Motor Co., Ltd.'s continued involvement in management to a certain extent will contribute to enhancing the target company's corporate value.
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