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Kadoya Sesame tender offer runs to Nov 13 after rival proposal, ¥2,514 price unchanged

ITG-G Holdings has lengthened its ¥2,514-a-share offer for Kadoya Sesame Mills to November 13 after a proposal from an unnamed bidder, while higher ¥2,644 and ¥2,620 prices depend on deals with Mitsubishi and Mitsui & Co.

Illustration of sesame oil bottles on a conveyor beside two converging bid paths and an extended calendar strip.

ITG-G Holdings has extended its tender offer for Kadoya Sesame Mills to November 13, taking the offer period from 30 to 39 business days, according to a corrected opinion statement report Kadoya filed on October 30. The price is unchanged at ¥2,514 per share, and the minimum remains 13,847,100 shares, equal to a 66.65% holding after the purchase.

The extension follows Kadoya's October 28 announcement that it received a proposal on October 27 from a bidder the filing calls Company C. The offeror had to file an amendment to its tender offer statement, and the period now runs 10 business days from that October 29 filing. This is an alternative proposal. The filing does not describe a competing tender offer as launched. For more background, see Earlier Tokyo Brief coverage.

Who Company C might be

Kadoya's October 28 release did not name Company C. A footnote in the new filing says the offeror suspects it is Advantage Partners. That is the offeror's inference, not a disclosed fact.

The filing also adds a timeline. On October 1, Mr Ozawa was approached by Company C through Mizuho Securities, Kadoya's financial adviser, and met it on October 6. On October 20 he met it again and received a proposal for a deal with Company C as partner. He rejected it that day and told the offeror, since he is aiming to complete the existing offer with his own partner. The filing also says Companies A and C face no restriction under the tender offer agreement on making binding proposals to Kadoya after the offer began.

Higher prices stay conditional

The filing repeats two contingent arrangements. If the offeror agrees with a major holder that it will not tender but instead sell to a Kadoya buyback, the offeror expects to cut the minimum, raise the offer price and raise the buyback price. Mitsubishi Corporation holds 7,431,000 shares (26.88%) and Mitsui & Co. holds 6,058,500 (21.92%). The filing says the offeror has been in talks with Mitsubishi and Mitsui & Co. since September 15, and no agreement is reported.

Current offer and contingent terms
Contingent figures apply only if the offeror reaches the relevant agreement during the offer period; the filing reports no such agreement.
CaseHolder's sharesMinimum sharesOffer priceHolder buyback price
Current offern/a13,847,100¥2,514n/a
If Mitsubishi Corporation agrees7,431,000 (26.88%)6,416,100¥2,644¥2,175
If Mitsui & Co. agrees6,058,500 (21.92%)7,788,600¥2,620¥2,156

The offeror says each buyback price is set so that after-tax proceeds do not exceed what the holder would net by tendering at the higher price, given the corporate tax treatment of deemed dividends. On that basis it believes the buyback does not breach the rule requiring a uniform tender price. Only the ¥2,514 offer is live today.

Timetable

The longer period moves the planned sequence. Completion of the offer is now put at mid-November, the final share consolidation at early February 2027 and the buyback at early March 2027.