Worth reading
69In 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
2000
¥ per share (tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyOgino Toshihiro (荻野利浩), OTC Co., Ltd., Ogino Shitomi (荻野しとみ)
Disclosing companyKATITAS CO.,LTD
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution13 October 2026
Contract Date13 October 2026
Target company
Real estate sales, real estate leasing, real estate-related businesses, and other businesses
Location Shimonoseki, Yamaguchi PrefectureDate of incorporation September 1984
Net SalesApproximately ¥7.7 billion (fiscal year ending May 2026)
Consideration and expenses
Type of ConsiderationCash (¥2,000 per common share)
Tender offer price¥2,000 per common share
Minimum number of shares to be purchased1,776,600 shares
Tender offer periodFrom 14 October 2026 to 3 December 2026 (35 business days)
Funding arrangementsInternal funds and borrowings from Mizuho Bank, Ltd.
Impact on Business Performance
The policy is to promote the medium- to long-term growth and further enhance the corporate value of the entire tender offeror group, including the target company. No specific estimate of the impact on performance is disclosed.
Procedures and assumptions
Valuation methodologyMarket price average method, comparable company analysis and DCF method (Daiwa Institute of Research Ltd.); market price method and DCF method (AGS FAS)
Independent valuation institutionDaiwa Institute of Research Ltd. and AGS FAS
Special CommitteeEstablished. 3 members (Shiramizu Kazunobu (白水一信), Okamura Seiji (岡村聖爾) and Takarada Megumi (宝田めぐみ); independent outside directors and outside director)
Conditions Precedent to ExecutionTendering of shares at or above the minimum planned purchase, successful completion of the tender offer, execution of bank financing for the settlement funds and other conditions. Following completion, a demand for the sale of shares or a share consolidation is planned.
Management structure after acquisitionThe policy is to maintain the target company as an operating company with a separate legal personality and continue using its corporate name and brand. No large-scale consolidation or closure of stores or workforce reductions are anticipated. Kachitas plans to dispatch directors and other officers, but the number and positions have not been determined. The specific management structure is expected to be determined through consultation.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Ogino Toshihiro (荻野利浩), OTC Co., Ltd., Ogino Shitomi (荻野しとみ) |
| Name of the Subject Company | Toubujyuhan Co.,Ltd. |
| Business Description of the Subject Company | Real estate sales, real estate leasing, real estate-related businesses, and other businesses |
| Location of the Subject Company | Shimonoseki, Yamaguchi Prefecture |
| Date of Establishment of the Subject Company | September 1984 |
| Net Sales of the Subject Company | Approximately ¥7.7 billion (fiscal year ending May 2026) |
| Type of Consideration | Cash (¥2,000 per common share) |
| Tender offer price | ¥2,000 per common share |
| Minimum number of shares to be purchased | 1,776,600 shares |
| Tender offer period | From 14 October 2026 to 3 December 2026 (35 business days) |
| Number of shares acquired | All shares of the target company are to be acquired, excluding treasury shares held by the target company and the restricted shares subject to this transaction. The minimum planned purchase is 1,776,600 shares (17,766 voting rights), with no maximum. |
| Voting rights ownership percentage | Before 0％ → after 65.64% (at the minimum planned purchase) / 100% (expected following completion of the wholly owned subsidiary transaction) |
| Funding arrangements | Internal funds and borrowings from Mizuho Bank, Ltd. |
| Impact on Business Performance | The policy is to promote the medium- to long-term growth and further enhance the corporate value of the entire tender offeror group, including the target company. No specific estimate of the impact on performance is disclosed. |
| Date of board resolution | 13 October 2026 |
| Contract Date | 13 October 2026 |
| Valuation methodology | Market price average method, comparable company analysis and DCF method (Daiwa Institute of Research Ltd.); market price method and DCF method (AGS FAS) |
| Independent valuation institution | Daiwa Institute of Research Ltd. and AGS FAS |
| Special Committee | Established. 3 members (Shiramizu Kazunobu (白水一信), Okamura Seiji (岡村聖爾) and Takarada Megumi (宝田めぐみ); independent outside directors and outside director) |
| Conditions Precedent to Execution | Tendering of shares at or above the minimum planned purchase, successful completion of the tender offer, execution of bank financing for the settlement funds and other conditions. Following completion, a demand for the sale of shares or a share consolidation is planned. |
| Management structure after acquisition | The policy is to maintain the target company as an operating company with a separate legal personality and continue using its corporate name and brand. No large-scale consolidation or closure of stores or workforce reductions are anticipated. Kachitas plans to dispatch directors and other officers, but the number and positions have not been determined. The specific management structure is expected to be determined through consultation. |
Items this document does not state (10)
Capital Stock 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)Execution Date / Effective Date
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 intend to expand acquisition opportunities, improve product and earnings capabilities, expand sales opportunities and strengthen the management base by making mutual use of Toubujyuhan Co.,Ltd.'s sales network and customer base in the Chugoku and Kyushu regions and Kachitas' expertise in renovating used homes, personnel, sales capabilities and procurement capabilities. The transaction is also intended to address Toubujyuhan Co.,Ltd.'s management challenges and reduce the costs of maintaining its listing.
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