Digital Garage holds 40,917,700 shares of Kakaku.com, or 20.64%, and has agreed with the bidder Kamgras 1 that none of them will go into the tender offer. Its large-shareholding change report No. 97, filed on 13 November, changes the stated holding purpose and sets out where the stake is meant to end up.
For earlier developments in the bid, see Earlier Tokyo Brief coverage.
A holder that stays out, then exits
The report says Digital Garage holds the shares as a long-term stable shareholder, and that Kakaku.com is its equity-method affiliate. Under a non-tender agreement signed on 12 May 2026, it plans to propose a squeeze-out and an issuer share repurchase to Kakaku.com.
The sequence, as the report lists it:
- Digital Garage does not tender any of its Kakaku.com shares.
- If Kamgras 1 fails to acquire all other target shares, Kakaku.com's shareholders are cut down to Kamgras 1 and the non-tendering holders, Digital Garage and KDDI, through a share consolidation or similar squeeze-out.
- After the squeeze-out, Kakaku.com repurchases all the non-tendered shares.
- Part of the repurchase proceeds goes into reinvestment in Kamgras 2, or another parent company of the bidder that Kamgras 1 designates, to acquire common shares carrying about 20% of the voting rights.
The squeeze-out is conditional: it follows only if the tender offer leaves shares outstanding. Everything after the tender is described as a plan or proposal, and the report states no completion date for any step.
What Digital Garage has committed to
The contract terms in the report are specific. From signing until the transactions are complete, Digital Garage may not transfer, lend, pledge or otherwise dispose of its Kakaku.com shares, or acquire further target shares, except where the agreement expressly allows it.
If the offer falls short, Digital Garage has agreed to vote for the squeeze-out at an extraordinary shareholders' meeting. It has also agreed to lend some or all of its shares to the bidder and the other non-tendering holder without charge if Kamgras 1 reasonably judges that necessary to complete the squeeze-out smoothly. The loan would be unwound right after the squeeze-out and a later share split takes effect. After the squeeze-out, it will sell all its shares in the company's repurchase.
KDDI is the other non-tendering shareholder. The report notes that KDDI's own filing describes a separate agreement with Kamgras 1, under which it would negotiate in good faith on lending its shares if the consolidation requires it.
The stake and the price
Digital Garage's holding is unchanged from its previous report. Together with KDDI, it holds 38.31% of the 198,218,300 shares outstanding as of 11 November.
| Holder | Shares held | Holding ratio (%) |
|---|---|---|
| Digital Garage | 40,917,700 | 20.64 |
| KDDI | 35,016,000 | 17.67 |
| Combined | 75,933,700 | 38.31 |
Kamgras 1 decided to start the offer on 13 May at ¥3,000 a share, with a planned purchase of 121,905,767 shares. On 11 November it set the price at ¥3,700 and extended the offer period to 26 November, though the period can be extended further under law.
The report gives no price for the later repurchase from Digital Garage and no amount for its reinvestment in the bidder's parent.