Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
5200
¥ per share (tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This Tender Offer (the Transaction)Counterparty株式会社ミツバ, Chubu Electric Power Company,Incorporated
Disclosing companyRYOMO SYSTEMS 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
The Company provides customers including local governments, energy companies, and manufacturers with IT solutions covering the entire process from upstream to downstream, including software development and system sales, implementation, maintenance, and operations using its proprietary data centers, through an integrated group-wide structure. Its business segments consist of the Public Business segment and the Social and Industrial Business segment.
Consideration and expenses
Acquisition price¥5,200 per share of the Company's stock
Type of ConsiderationCash
Tender offer price¥5,200 per share of the Company's stock
Minimum number of shares to be purchased537,260 shares
Tender offer periodFrom 15 May 2026 to 8 July 2026 (39 business days)
Impact on Business Performance
The synergies expected to be realized through the Transaction have not been factored into the financial forecasts because their impact on earnings cannot be estimated specifically at this time.
Procedures and assumptions
Valuation methodologyMarket price method (market price reference method), comparable company analysis and comparable companies analysis, and discounted cash flow method (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 of whom are the Company's independent outside directors and Audit and Supervisory Committee members. Kojima Noboru (小島 昇) serves as chair.
Conditions Precedent to ExecutionFor the tender offer, the number of shares tendered must be at least the minimum number of shares to be purchased, 537,260 shares. Following completion, a share consolidation and other procedures are planned to make the tender offerors the Company's only shareholders. The share consolidation requires approval at an extraordinary shareholders' meeting.
Management structure after acquisitionFollowing the effective date of the share consolidation, the tender offerors plan to appoint their nominees as officers of the Company, although the specific candidates have not been determined. Chubu Electric Power may nominate 1 part-time director of the Company. The proposed change of corporate name and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | 株式会社ミツバ, Chubu Electric Power Company,Incorporated |
| Name of the Subject Company | Ryomo Systems Co., Ltd. |
| Business Description of the Subject Company | The Company provides customers including local governments, energy companies, and manufacturers with IT solutions covering the entire process from upstream to downstream, including software development and system sales, implementation, maintenance, and operations using its proprietary data centers, through an integrated group-wide structure. Its business segments consist of the Public Business segment and the Social and Industrial Business segment. |
| Acquisition price | ¥5,200 per share of the Company's stock |
| Type of Consideration | Cash |
| Tender offer price | ¥5,200 per share of the Company's stock |
| Minimum number of shares to be purchased | 537,260 shares |
| Tender offer period | From 15 May 2026 to 8 July 2026 (39 business days) |
| Number of shares acquired | All of the Company's shares, excluding the shares owned by Mitsuba and the Company's treasury shares. The specific number of shares to be acquired and the number of voting rights are Not disclosed |
| Voting rights ownership percentage | Before Mitsuba: 51.31%; Chubu Electric Power: 0% → after Mitsuba: 80%; Chubu Electric Power: 20% |
| Impact on Business Performance | The synergies expected to be realized through the Transaction have not been factored into the financial forecasts because their impact on earnings cannot be estimated specifically at this time. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 (the Joint Tender Offer Agreement, Shareholders' Agreement, Tender Agreement, and Capital and Business Alliance Agreement) |
| Execution Date / Effective Date | The tender offer is scheduled to commence on 15 May 2026. The timing and details of the share consolidation and other procedures, as well as the effective date, have not been determined. The extraordinary shareholders' meeting is targeted for mid-September 2026. |
| Valuation methodology | Market price method (market price reference method), comparable company analysis and comparable companies analysis, and discounted cash flow method (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 of whom are the Company's independent outside directors and Audit and Supervisory Committee members. Kojima Noboru (小島 昇) serves as chair. |
| Conditions Precedent to Execution | For the tender offer, the number of shares tendered must be at least the minimum number of shares to be purchased, 537,260 shares. Following completion, a share consolidation and other procedures are planned to make the tender offerors the Company's only shareholders. The share consolidation requires approval at an extraordinary shareholders' meeting. |
| Management structure after acquisition | Following the effective date of the share consolidation, the tender offerors plan to appoint their nominees as officers of the Company, although the specific candidates have not been determined. Chubu Electric Power may nominate 1 part-time director of the Company. The proposed change of corporate name and treatment of employees are Not disclosed. |
Items this document does not state (12)
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)
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 eliminate the structural conflict of interest between the parent company, Mitsuba, and minority shareholders of the listed subsidiary, as well as the costs of maintaining the listing, and to expand the mobility, telemetering, and public and social infrastructure businesses by leveraging Mitsuba's customer touchpoints in the mobility sector and the Chubu Electric Power Group's sales capabilities, smart meter communications network, and human resources.
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