The ¥2,655-a-share offer for Kadoya Sesame Mills stands unchanged in the company's latest amended opinion statement, and it assumes no agreement has been struck with Kadoya's two largest shareholders. The price was set on November 6, not raised on November 13. Earlier Tokyo Brief coverage
Terms now in force
ITG-G Holdings, the bidder, lifted its price from ¥2,514 to ¥2,655 on November 6 and extended the offer period to November 26, making 47 business days. The minimum acceptance level is 13,847,100 shares, which the filing puts at 66.65% ownership after the offer.
The offer sits below the market. The filing says ¥2,655 is a 15.58% discount to the ¥3,145 close on November 5, though a 36.79% premium to the three-month average close of ¥1,941.
The unresolved shareholder deals
ITG-G says it has been talking since the offer began with Mitsubishi Corporation (26.88% of Kadoya) and Mitsui & Co (21.92%) about agreements not to tender and to sell to Kadoya itself in a buyback. Those talks have not concluded, and ¥2,655 assumes no such agreements.
The filing sets price tiers if they do: ¥2,806 with Mitsubishi only, ¥2,777 with Mitsui only, and ¥2,944 with both.
The rival proposal
A higher rival proposal remains on the table. Kadoya and its special committee say they cannot back it, because it comes from a party tied to the earlier review process and does not qualify as an eligible counter-proposal under the tender agreement.
ITG-G itself argues the rival tender is unlikely to start while Kadoya's board cannot endorse the proposal. It also says two of the rival's buyback structures assume agreements with two founding-family corporate shareholders, which the individual who co-proposed the ITG-G deal has said he will not sign with any candidate other than ITG-G, so it regards the prices as not directly comparable with its own.