ITG-G Holdings raised its tender offer price for Kadoya to ¥2,655 a share from ¥2,514 and moved the offer's close to November 26 from November 13, according to an amended tender offer registration statement dated November 11. The offer now runs 47 business days, and settlement starts on December 3 rather than November 20.
The ¥2,655 price assumes no deal with the two biggest shareholders, Mitsubishi Corp (26.88% of shares) and Mitsui & Co (21.92%). ITG-G says talks with both have run since September 15 without agreement. If either agrees not to tender and instead sell to Kadoya in a company buyback, the price steps up. Each tier is also higher than the one in the earlier filing.
| Scenario | Earlier tier | Current tier |
|---|---|---|
| No agreement with either holder | ¥2,514 | ¥2,655 |
| Mitsui & Co only | ¥2,620 | ¥2,777 |
| Mitsubishi Corp only | ¥2,644 | ¥2,806 |
| Both holders | ¥2,760 | ¥2,944 |
ITG-G says it raised the price after weighing the share price since the offer opened, the tender response so far and the outlook for further tenders, to improve the odds of completion. The ¥2,655 price is a 15.31% discount to the November 10 close of ¥3,135.
Rival bids are in the filing too. ITG-G puts one rival's cash-only price at ¥2,654, and says that rival's ¥3,000 and ¥2,872 tiers assume a buyback from the founding family's holding companies. A founding-family shareholder told Kadoya on November 6 that he will not sign non-tender agreements with other bidders, so ITG-G calls those prices unlikely to materialise. It also says another bidder's higher proposals, up to ¥3,044, are unlikely to reach a launch because that bidder needs Kadoya board support and the proposal does not qualify as a counterproposal under the tender agreement.
As of November 9, according to the filing, Kadoya's board still backs the offer and recommends that shareholders tender. Earlier Tokyo Brief coverage