Worth reading
75Important
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
5200
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyChubu Electric Power Company,Incorporated, Hino Sadami (日野貞実)
Disclosing companyChubu Electric Power Company,Incorporated
Date of board resolution14 May 2026
Contract Date14 May 2026 (joint tender offer agreement, shareholders' agreement, capital and business alliance agreement, and tender agreement with Hino Sadami (日野貞実))
Target company
Software development and systems sales Information processing services Sales of systems equipment and related products Other information services
Location Kiryu, Gunma PrefectureShare capital ¥1,966.9 million (as of 31 March 2026)Date of incorporation 31 January 1970
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥5,200 per common share
Minimum number of shares to be purchased537,260 shares
Tender offer periodFrom 15 May 2026 to 8 July 2026 (39 business days)
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis, and DCF method
Independent valuation institutionMizuho Securities Co., Ltd., 山田コンサルティンググループ株式会社, 株式会社AGS FAS
Special CommitteeEstablished. The committee consists of 3 members: Kojima Noboru (小島昇), Hoshino Yoji (星野陽司), and Takehara Tomoko (竹原朋子). All are independent outside directors and Audit & Supervisory Committee members of the target company.
Conditions Precedent to ExecutionFollowing the successful completion and settlement of the tender offer, the proposals concerning a share consolidation and other matters must be approved at an extraordinary shareholders meeting of the target company. The capital and business alliance agreement will become effective subject to completion of the transfer of shareholder registration in the target company's shareholder register demonstrating that the voting rights ratios held by 株式会社ミツバ and Chubu Electric Power Company,Incorporated in the target company have become 80% and 20%, respectively.
Management structure after acquisitionFollowing the effective date of the share consolidation, the tender offerors plan to appoint their nominees as officers of the target company, although specific candidates have not been determined. Chubu Electric Power Company,Incorporated may nominate 1 part-time director, and 株式会社ミツバ will select the representative director in consultation with Chubu Electric Power Company,Incorporated. The target company and Chubu Electric Power Company,Incorporated plan to arrange personnel exchanges and reciprocal secondments as necessary. The status of any change to the corporate name is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Chubu Electric Power Company,Incorporated, Hino Sadami (日野貞実) |
| Name of the Subject Company | Ryomo Systems Co., Ltd. |
| Business Description of the Subject Company | Software development and systems sales Information processing services Sales of systems equipment and related products Other information services |
| Location of the Subject Company | Kiryu, Gunma Prefecture |
| Capital Stock of the Subject Company | ¥1,966.9 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 31 January 1970 |
| Type of Consideration | Cash |
| Tender offer price | ¥5,200 per common share |
| Minimum number of shares to be purchased | 537,260 shares |
| Tender offer period | From 15 May 2026 to 8 July 2026 (39 business days) |
| Voting rights ownership percentage | Before 株式会社ミツバ 51.31％ / Chubu Electric Power Company,Incorporated 0％ → after 株式会社ミツバ 80％ / Chubu Electric Power Company,Incorporated 20％ |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 (joint tender offer agreement, shareholders' agreement, capital and business alliance agreement, and tender agreement with Hino Sadami (日野貞実)) |
| Valuation methodology | Market price method, comparable company analysis, and DCF method |
| Independent valuation institution | Mizuho Securities Co., Ltd., 山田コンサルティンググループ株式会社, 株式会社AGS FAS |
| Special Committee | Established. The committee consists of 3 members: Kojima Noboru (小島昇), Hoshino Yoji (星野陽司), and Takehara Tomoko (竹原朋子). All are independent outside directors and Audit & Supervisory Committee members of the target company. |
| Conditions Precedent to Execution | Following the successful completion and settlement of the tender offer, the proposals concerning a share consolidation and other matters must be approved at an extraordinary shareholders meeting of the target company. The capital and business alliance agreement will become effective subject to completion of the transfer of shareholder registration in the target company's shareholder register demonstrating that the voting rights ratios held by 株式会社ミツバ and Chubu Electric Power Company,Incorporated in the target company have become 80% and 20%, respectively. |
| Management structure after acquisition | Following the effective date of the share consolidation, the tender offerors plan to appoint their nominees as officers of the target company, although specific candidates have not been determined. Chubu Electric Power Company,Incorporated may nominate 1 part-time director, and 株式会社ミツバ will select the representative director in consultation with Chubu Electric Power Company,Incorporated. The target company and Chubu Electric Power Company,Incorporated plan to arrange personnel exchanges and reciprocal secondments as necessary. The status of any change to the corporate name is Not disclosed. |
Items this document does not state (13)
Net 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 ratioNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceExecution 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.To expand the business and enhance the corporate value of 株式会社両毛システムズ through collaboration with 株式会社ミツバ in the mobility sector, cooperation with Chubu Electric Power Company,Incorporated in the telemetering and social infrastructure sectors, the use of management resources including personnel and sales channels, and the reduction of costs associated with maintaining the listing. The transaction will also eliminate the structural conflict of interest between the parent company and minority shareholders of the listed subsidiary.
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