Integral, the Tokyo private-equity firm, has opened a tender offer through its vehicle ITG-G Holdings to take Kadoya Sesame Mills private at ¥2,514 a share. The offer runs from September 15 to October 30, and needs at least 13,847,100 shares tendered, which would give the buyer direct ownership of just over half the company, 50.09%. Combined with the founding family's stake, treated under Japan's tender rules as specially related to the bidder because the family agreed to exercise its shareholder rights jointly with the buyer, that pushes total ownership to 66.65% — above the two-thirds threshold the deal needs later to force through a squeeze-out of remaining shareholders.
That headline price is not fixed. ITG-G Holdings is separately negotiating with Kadoya's two largest shareholders, trading houses Mitsubishi Corporation (26.88% of the stock) and Mitsui & Co. (21.92%), to keep their holdings out of the tender altogether and instead sell them back to Kadoya through a company share buyback. If either trading house signs on, the tender price rises; if both do, it rises further, and the minimum number of shares needed for the offer to succeed falls in step.
| Scenario | Tender price | Minimum shares required | Resulting ownership |
|---|---|---|---|
| Base offer (no side deal) | ¥2,514 | 13,847,100 | 66.65% |
| Mitsubishi Corp. agrees only | ¥2,644 | 6,416,100 | 66.65% |
| Mitsui & Co. agrees only | ¥2,620 | 7,788,600 | 66.65% |
| Both agree | ¥2,760 | 357,600 | 66.65% |
The structure is built around Japan's tax treatment of buybacks: proceeds from a company share repurchase can qualify as a deemed dividend, taxed differently from an ordinary sale. ITG-G Holdings says each buyback price has been set so Mitsubishi's and Mitsui's after-tax proceeds would be no richer than simply tendering at the higher price, a design meant to satisfy the rule that a tender offer must treat all sellers equally.
Kadoya's founding family holds three stakes that will not tender: a principal holding company controlling 11.54% of the stock, a second holding company controlling 4.65%, and the family's representative, who owns 0.32% directly and also serves as representative director of both holding companies. The principal holding company will instead sell 1,905,127 of its shares into the buyback at ¥2,002, below the tender price, again to match the after-tax math. The rest of the family's holding stays in place: after a planned share consolidation, delisting and eventual merger with the buyout vehicle, the family is expected to end up with roughly a quarter of the surviving company.
The deal followed a monthslong bidding contest. Kadoya's special committee met 42 times over roughly 76 hours between December and September, weighing Integral's proposal against three unnamed rival bidders, one of which submitted a binding offer below Integral's ¥2,760 ceiling. Two of the other bidders may still come back with binding proposals of their own before the tender window closes. Mizuho Securities valued Kadoya shares between ¥1,713 and ¥2,384 on a market-price basis and ¥2,203 to ¥3,970 using discounted cash flow, putting the base tender price toward the lower end of that range.