Kadoya Sesame Mills told the Kanto Local Finance Bureau on November 9, 2026 that a re-proposal from one rival bidder cannot be used to reopen the going-private offer it backs, and that its board still recommends shareholders tender. The company filed a correction to its September 15 opinion statement, which had already been amended on October 29 and 30. For earlier context, see Earlier Tokyo Brief coverage.
The bid that does not count
On November 2, the company received a legally binding final letter of intent, described as a re-proposal, from an anonymous Company B. It raises the price in Company B's earlier bid of September 7 and attaches financing material, including a commitment letter from one bank.
Company B's quoted price depends on who agrees to a buyback structure, in which Kadoya itself repurchases shares from selected holders.
| Buyback structure | Offer price per share |
|---|---|
| 1: corporate shareholders agree to a buyback | ¥2,950 |
| 2: corporate shareholders plus two further holders agree | ¥3,044 |
| 3: a different named corporate holder plus the same two holders agree | ¥2,914 |
Under the first structure, Kadoya would repurchase the corporate shareholders' shares at ¥2,424 each. Company B also wants the board to endorse its offer before it launches, and plans a minimum purchase level aimed at giving it and the corporate shareholders two-thirds of the voting rights.
The tender agreement is the obstacle. It treats any party that took part in the review and submitted a written, binding proposal before signing as a previously reviewed candidate, and removes it from the fiduciary-out, the clause that lets the board change course on a better bid. Company B submitted such a proposal on September 7, so Kadoya says it cannot use Company B's re-proposal to seek price talks or to withdraw or change its endorsement.
Kadoya also said it and its special committee had not concluded that Company B's deal would raise corporate value. It cited the post-deal financial burden and its effect on growth investment, how specific and achievable the synergies are, and the effect on the brand and management autonomy.
The bids that do count
Company C is the proposal Kadoya treats as a qualifying competing offer, with a price above the tender offer price. On October 28 Kadoya asked ITG-G Holdings, the tender offeror, to discuss a price change. If ITG-G does not re-propose at or above Company C's price by October 29, or by November 9 if the tender period is extended, the board may, after written notice, be released from certain obligations, pass a resolution withdrawing or changing its endorsement, and terminate the agreement. The correction does not say whether ITG-G made a re-proposal.
Company A has dropped out. After Kadoya set a November 5 reply deadline, it said on November 4 that it could not keep studying a going-private deal and would not submit a binding proposal. Kadoya ended its review and said the decision was Company A's own.
As of the filing date, the special committee's advice and the board's recommendation to tender were unchanged.