This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
A business engaged in the planning, development, operation and management of self-storage (Note 7) trunk rooms. The company operates a trunk-room management business, a trunk-room development and sales business, and other real estate transaction businesses.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社ケイ・エル・アイ, 株式会社デベロップ, 株式会社細谷工業所, KYUSHU LEASING SERVICE CO.,LTD., Naito Shinichiro (内藤 真一郎), 株式会社AGSコンサルティング |
| Name of the Subject Company | STORAGE-OH Co.,Ltd. |
| Business Description of the Subject Company | A business engaged in the planning, development, operation and management of self-storage (Note 7) trunk rooms. The company operates a trunk-room management business, a trunk-room development and sales business, and other real estate transaction businesses. |
| Date of Establishment of the Subject Company | May 2008 |
| Acquisition price | Total: Not disclosed. ¥1,340 per common share, ¥550,000 per Series 1 stock acquisition right, and ¥350,000 per Series 2 stock acquisition right |
| Type of Consideration | Cash |
| Tender offer price | ¥1,340 per common share, ¥550,000 per Series 1 stock acquisition right, and ¥350,000 per Series 2 stock acquisition right |
| Minimum number of shares to be purchased | 1,291,700 shares. No maximum tender offer size has been set |
| Tender offer period | 9 July 2026 to 21 August 2026 (30 business days) |
| Number of shares acquired | All shares of the target company and 167 of these stock acquisition rights are scheduled to be acquired. The number of shares underlying these stock acquisition rights is 83,500, the reference number of shares is 1,937,500, and the number of voting rights is 19,375. The minimum tender offer size is 1,291,700 shares, equivalent to 12,917 voting rights |
| Voting rights ownership percentage | Before 0% → after 100% (the company is scheduled to become a wholly owned subsidiary; 66.67% upon satisfaction of the minimum tender condition) |
| Funding arrangements | The funds required for the transaction are scheduled to be financed with cash on hand |
| Date of board resolution | 8 July 2026 |
| Contract Date | 8 July 2026 (tender agreement with the shareholders that agreed to tender) |
| Execution Date / Effective Date | A squeeze-out procedure is scheduled to be conducted after successful completion of this tender offer. The specific effective date is Not disclosed |
| Valuation methodology | Market price method, comparable company analysis and discounted cash flow method (Okasan Securities); market price method and discounted cash flow method (Plutus Consulting) |
| Independent valuation institution | Okasan Securities Co., Ltd., 株式会社プルータス・コンサルティング |
| Special Committee | Established. 4 members: Kanehira Shin (兼平 愼) (outside director, independent officer), Tanaka Kimiko (田中 公子) (outside director, independent officer), Inoue Shinichiro (井上 真一郎) (attorney, outside corporate auditor, independent officer), and Iwabuchi Mitsunao (岩渕 光尚) (certified public accountant, outside corporate auditor, independent officer) |
| Conditions Precedent to Execution | The total number of tendered share certificates and other securities must be at least the minimum tender offer size of 1,291,700 shares. The transfer of these stock acquisition rights is subject to approval by the target company's board of directors, conditional on successful completion of this tender offer. If all shares cannot be acquired, a squeeze-out procedure through a share consolidation is scheduled |
| Management structure after acquisition | The management structure and board composition of the target company, including whether officers will be dispatched, have not been determined at this time and are scheduled to be discussed after successful completion. As a general policy, the employment and terms of employment of employees before the transaction will be maintained, as will business relationships and transaction terms with major business partners |
Items this document does not state (11)
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 parties aim to share operating data, customer-attraction capabilities and know-how in the storage business, improve the efficiency of overlapping departments at both companies, reduce costs through economies of scale, and improve the target company's occupancy rates and profitability. They also aim to reduce the costs of maintaining the target company's listing and concentrate management resources on its core business.