Kaga Electronics has lowered the minimum number of shares it needs to complete its takeover of fellow electronics distributor Shinko Shoji, after the target's stock traded above the ¥1,580-a-share offer price during the campaign.
The board decided on July 17 to cut the minimum acceptance threshold from 19,226,700 shares, representing 66.67% ownership, to 15,988,500 shares, or 55.73%. The offer price itself is unchanged at ¥1,580 a share. Because the amendment required a corrected registration filing, the tender period has also been extended by six business days, from July 29 to August 3, stretching the total offer window to 55 business days.
| Term | Before July 17 | After July 17 |
|---|---|---|
| Minimum acceptance (shares) | 19,226,700 (66.67%) | 15,988,500 (55.73%) |
| Tender offer period | May 18 to July 29, 2026 (52 business days) | May 18 to August 3, 2026 (55 business days) |
| Offer price per share | ¥1,580 | ¥1,580 (unchanged) |
The lower bar makes the tender easier to clear, but it falls short of the two-thirds voting threshold Kaga would need to guarantee approval of the share consolidation that would squeeze out remaining minority holders at Shinko Shoji's extraordinary shareholder meeting. Kaga's own math is what gives it confidence anyway: looking at Shinko Shoji's last five annual meetings, turnout topped out at 84.95%, and even using that peak figure, a 55.73% stake would still clear the two-thirds hurdle among votes actually cast.
If that calculation proves wrong and the merger vote fails, Kaga has said it will keep buying Shinko Shoji shares through new tender offers, on-market purchases or off-market deals, at the same ¥1,580 price, until it can secure enough support to finish the privatization. Shinko Shoji's special committee reviewed the revised terms on July 16 and kept its existing position: the board supports the deal in principle but is leaving the decision to tender up to individual shareholders, since it still does not consider ¥1,580 high enough to actively recommend acceptance.