Accenture's Japanese unit is offering ¥8,500 a share to take Global Security Experts, a Tokyo Growth market cybersecurity firm, private. The offer runs from 2 November to 15 December 2026 (30 business days), with no cap on purchases and a floor of 983,100 shares, or 6.48% of the reference share count. If that floor is met, the buyer takes every share tendered. Stock acquisition rights are priced at ¥1 each.
Why the floor is so low
The target's two largest shareholders have signed agreements not to tender. The top holder has 6,006,000 shares (39.57%) and a Kanematsu Corporation subsidiary has 3,076,000 (20.27%), together 9,082,000 shares, or 59.83%. The minimum is set so that, together with the votes of those two holders and of restricted shares held by directors who backed the deal, the buyer side would hold at least two-thirds of voting rights, the level a special shareholder resolution needs for the squeeze-out. The filing's 66.37% figure is the ownership ratio after purchasing only the minimum, a statutory measure that adds the holdings of any special related parties. It is not the buyer's standalone stake, which at the floor is 6.48% of the reference share count.
Two exit prices
The two holders will not receive ¥8,500. After the squeeze-out, the company is to buy their shares for ¥5,835 (top holder) and ¥6,918 (the Kanematsu subsidiary). The filing says these are set so after-tax proceeds roughly match tendering at ¥8,500, given a tax rule on deemed dividends. It attributes the gap between the two prices to different effective tax rates and tax bases in the shares. Total consideration is ¥35.05bn for the first and ¥21.28bn for the second.
Kanematsu Corporation said that if the offer succeeds at the planned price and its subsidiary sells all its shares, profit attributable to owners of the parent in the year to March 2027 rises by about ¥14.5bn.
The company would fund the purchases through a share issue to Accenture's unit, possibly with loans and a capital reduction. The buyer expects ¥60bn from an Accenture group finance company, repaying a short-term loan, to settle the offer.
What minority holders get
Shareholders who do not tender face a share consolidation, with an extraordinary meeting pencilled for early to mid February 2027. Fractional shares would be sold so that holders receive ¥8,500 per share held, and appraisal rights are available.
The price rose from ¥4,650 in the first proposal on 18 June to ¥8,500 on 7 October, after the special committee pressed for more. The buyer called ¥8,500 final. The offer is 6.52% above the 29 October close of ¥7,980, 22.97% above the one-month average and 89.73% above the six-month average. The target's adviser put the median premium in 167 comparable take-privates at 34.26% to the prior close and 38.44% to the one-month average. The board judged the premium reasonable given a surge in the share price since mid-September.
The target's adviser valued the shares at ¥4,480 to ¥7,980 on market price and ¥6,262 to ¥9,467 on discounted cash flow. The company did not obtain a fairness opinion and the offer has no majority-of-minority condition, which the special committee judged unnecessary given the 59.83% outside the offer.
Four of 13 directors stayed out of the vote, including three who worked at the top holder's subsidiary or that holder within ten years and one who sits on the Kanematsu subsidiary's board. The other nine backed the offer unanimously, and the three-member independent committee reported in the same direction. The offer is not complete and delisting remains a proposed outcome.