Dentsu Soken's board voted on August 28 to back a tender offer for the IT-services company at ¥2,880 a share, and to tell shareholders to accept it. The bidder is Godo Kaisha VIC, a limited liability company formed on July 14, 2026, and owned 80% by Itochu Corporation and 20% by a second, minority shareholder. If the deal closes as planned, Dentsu Soken will delist from the Tokyo Stock Exchange's Prime Market.
The structure keeps parent Dentsu Group in place rather than cashing it out. Dentsu Group holds 120,779,736 shares, or 61.78% of Dentsu Soken, and has signed an agreement not to tender any of them. If the bidder does not pick up every remaining share in the tender offer, it plans a follow-on squeeze-out that would leave the Itochu vehicle with 38.22% of the votes and Dentsu Group with 61.78%, making the two the company's only shareholders. Itochu itself would not confirm the deal after Nikkei reported it on August 27; in a disclosure dated August 28, the company's only comment was that its board was meeting that day and would disclose any decision promptly. Dentsu Soken issued its own disclosure confirming the ¥2,880 proposal and stating that its board had already resolved to support the offer and recommend tendering.
| Feature | Detail |
|---|---|
| Offer price | ¥2,880 per common share |
| Minimum shares sought | 9,340,400 shares (4.78% ownership); no maximum set |
| Voting split (after squeeze-out) | Godo Kaisha VIC 38.22% / Dentsu Group 61.78% |
| Dividend impact | FY2026 year-end dividend of ¥45.00 to be canceled if the tender offer succeeds; only the ¥22.50 interim dividend already paid would remain for the year |
| Target tender launch | Early November 2026, pending antitrust clearance in Japan, China and the EU |
| Squeeze-out step | Share consolidation planned around March 2027 to leave only Dentsu Group and the bidder as shareholders |
The price took three rounds of negotiation to reach. Itochu's opening bid on July 14 was ¥2,300 a share, assuming no year-end dividend; a special committee of three independent directors ran a competitive process against an unnamed second bidder, pushed Itochu to ¥2,780 by August 6 and then to the final ¥2,880 by August 13, after which Itochu said it could not go higher. That price is 34.96% above Dentsu Soken's close on July 1, the day before speculation about a deal first surfaced, and 5.15% above the close on August 27, the day before the announcement.
The offer itself has not opened yet. Godo Kaisha VIC is targeting an early-November 2026 launch, but only once it clears merger-control filings in Japan, China and the EU, each expected to take roughly a month from filing to clearance. The minimum acceptance threshold is set at 9,340,400 shares, or 4.78% of the company, calculated so that Dentsu Group and the bidder together control at least two-thirds of votes needed to force a squeeze-out of any holdout shareholders through a share consolidation, penciled in for around March 2027.
Dentsu Soken has resolved to cancel its year-end dividend if the tender offer succeeds, cutting the previous ¥45.00 per share forecast down to just the ¥22.50 interim dividend already paid for the year. The company said the offer price was set on the assumption that no year-end dividend would be paid, undercutting a payout ratio target it had set for the following fiscal year.
None of this is final. The tender offer's launch, the antitrust clearances, and the eventual squeeze-out are all conditions still to be met, and Dentsu Soken's board has reserved the right to revisit its endorsement if its special committee changes its opinion before the offer opens.