Kakaku.com, the operator of Japan's price-comparison and restaurant-review sites, told the Tokyo Stock Exchange on September 17 that the Bain Capital and LINE Yahoo-backed bidder for its shares has raised its proposed price again, but not by enough to beat its rival outright.
BCPE Blitz Cayman, L.P., a limited partnership formed by funds advised by Bain Capital Private Equity, with LINE Yahoo lined up to invest indirectly, told Kakaku.com on September 16 that it would lift its proposed tender price to ¥3,597 per share, up from ¥3,520 as of September 10. If BCPE Blitz can secure a non-tender agreement with KDDI, the telecoms operator, the price rises to ¥3,720, versus ¥3,640 previously.
That still leaves BCPE Blitz below Kamgras 1's ¥3,680 per share offer, the price that triggered this round of bargaining. Kakaku.com's board and special committee wrote to Bain and LINE Yahoo on September 10, after Kamgras 1 raised its own price to ¥3,680, asking whether they intended to match or beat it. Their answer only clears Kamgras 1's price if the KDDI condition is met.
| Bidder | Proposed price | Price with KDDI non-tender deal | Status |
|---|---|---|---|
| BCPE Blitz (Bain Capital / LINE Yahoo) | ¥3,597 | ¥3,720 | Proposed; requires special committee report and board resolution before launch |
| Kamgras 1 | ¥3,680 | Not applicable | Board supports offer; tendering decision left to shareholders; price raised to ¥3,680 |
All regulatory clearances required to run the BCPE Blitz tender offer were complete as of September 16. Bain and LINE Yahoo say that once Kakaku.com's special committee issues a report finding it appropriate for the board to support the BCPE Blitz offer and recommend that shareholders tender into it, and the board then adopts that recommendation, BCPE Blitz will launch its bid promptly. Neither the special committee report nor the board resolution has happened yet. Kakaku.com's board and special committee say they will keep negotiating with both Kamgras 1 and the Bain-LINE Yahoo group in good faith to work out which deal better serves corporate value and shareholder interests, and whether each offer can actually succeed.
Kakaku.com's board still formally supports the Kamgras 1 offer while leaving the tender decision to individual shareholders and warrant holders, and it said that position has not changed. The company was explicit that this disclosure does not state an opinion on the BCPE Blitz offer.
Because the two tender offers cannot coexist, Kakaku.com's directors face a binary choice with unusually clean price benchmarks attached. For the run-up to Kamgras 1's ¥3,680 offer, see Kakaku.com Bidder Raises Tender Price to ¥3,680, Pushes Deadline to September 29. The open question now is whether Bain Capital and LINE Yahoo can close the KDDI non-tender agreement before the special committee makes its recommendation.