Announced details
Taking METALART CORPORATION private, resolving its business and capital-related challenges, and enhancing its corporate value
The premium represented by the tender offer price is 53.65% over the closing price on the day before the announcement, 50.56% over the one-month average, 48.30% over the three-month average, and 48.21% over the six-month average.
As of 16 July 2026, 45 business days had elapsed since the start of the tender offer period.
The tender offeror, Gerbera holdings株式会社, is wholly owned by the Japan Monozukuri Future No. 2 Fund. The fund’s general partner with unlimited liability is スパークス・アセット・トラスト＆マネジメント株式会社, a wholly owned subsidiary of our company. A non-tender agreement has been entered into with Daihatsu Motor Co., Ltd., and an agreement concerning support for and participation in the tender offer has been reached with ゴーシュー株式会社.
METALART CORPORATION is the target. Daihatsu Motor Co., Ltd. is the target’s largest shareholder, with an ownership interest of 36.23%. ゴーシュー株式会社 is a major shareholder of the target, with an ownership interest of 4.48%. Other company information: Not disclosed.
Tender offer price: ¥7,713 per share (before the change: ¥7,600)
It was explained that the target’s business could become unstable and its corporate value could be impaired. The impact on the performance of the SPARX Group itself: Not disclosed.
The company does not address Contract Value.
The target, “Notice Regarding the Expression of an Opinion in Favor of the Tender Offer for Our Shares by Gerbera holdings株式会社 and Recommendation to Tender” (14 May 2026); the Ministry of Economy, Trade and Industry’s “Guidelines for Corporate Takeovers” and “Guidelines for Fair M&A”; and KPMG’s share valuation report
| Item | Details |
|---|---|
| Names of Products / Services Covered | Tender offer for the common shares of METALART CORPORATION |
| Counterparty | METALART CORPORATION (Securities Code: 5644), Daihatsu Motor Co., Ltd., and ゴーシュー株式会社 |
| Counterparty overview | METALART CORPORATION is the target. Daihatsu Motor Co., Ltd. is the target’s largest shareholder, with an ownership interest of 36.23%. ゴーシュー株式会社 is a major shareholder of the target, with an ownership interest of 4.48%. Other company information: Not disclosed. |
| Relationship with the Company | The tender offeror, Gerbera holdings株式会社, is wholly owned by the Japan Monozukuri Future No. 2 Fund. The fund’s general partner with unlimited liability is スパークス・アセット・トラスト＆マネジメント株式会社, a wholly owned subsidiary of our company. A non-tender agreement has been entered into with Daihatsu Motor Co., Ltd., and an agreement concerning support for and participation in the tender offer has been reached with ゴーシュー株式会社. |
| Offering price | Tender offer price: ¥7,713 per share (before the change: ¥7,600) |
| Contract Date | 14 May 2026 (agreements with Daihatsu Motor Co., Ltd. and ゴーシュー株式会社) |
| Launch date | The tender offer began on 15 May 2026. The period following the change runs through 28 July 2026. The settlement commencement date is scheduled for 4 August 2026. |
| Applicable area | Taking METALART CORPORATION private, resolving its business and capital-related challenges, and enhancing its corporate value |
| Quantitative Effects | The premium represented by the tender offer price is 53.65% over the closing price on the day before the announcement, 50.56% over the one-month average, 48.30% over the three-month average, and 48.21% over the six-month average. |
| Usage history | As of 16 July 2026, 45 business days had elapsed since the start of the tender offer period. |
| Impact on Business Performance | It was explained that the target’s business could become unstable and its corporate value could be impaired. The impact on the performance of the SPARX Group itself: Not disclosed. |
| Source | The target, “Notice Regarding the Expression of an Opinion in Favor of the Tender Offer for Our Shares by Gerbera holdings株式会社 and Recommendation to Tender” (14 May 2026); the Ministry of Economy, Trade and Industry’s “Guidelines for Corporate Takeovers” and “Guidelines for Fair M&A”; and KPMG’s share valuation report |
Items this document does not state (6)
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.To provide shareholders with a better opportunity to tender or sell their shares, taking into account discussions with the target and share-price trends. The changes were also intended to avoid destabilizing the target’s business or impairing its corporate value as a result of an extended tender offer period, and to increase the likelihood that the tender offer will be completed.