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Kakaku.com take-private bid offers ¥3,000 a share, sets 34,941,000-share floor

Kamgras 1's offer can buy unlimited shares at ¥3,000 each, but the filing says it only needs 34,941,000 shares to clear its minimum condition, equal to a 17.51% post-purchase ownership ratio including special related parties.

Jul 3, 20262 min read
Editorial illustration of share certificates and stock-right tokens converging into a single ownership block with a threshold marker.

Kakaku.com's disclosed take-private bid is simple on price and more interesting on structure. Kamgras 1 is offering ¥3,000 for each common share and ¥1 for each stock acquisition right across 11 series, and the tender has no upper limit on the number of shares it can buy.

Deal at a glance
Source: Kakaku.com amended position statement. The 17.51% figure includes special related parties, as described in the filing.
FeatureDisclosed term
PurposeGoing private
Offer periodMay 13, 2026 to July 2, 2026 (37 business days)
Common share price¥3,000 per share
Stock acquisition rights¥1 per right across 11 listed series
Upper limitNo upper limit
Minimum tender condition34,941,000 shares
Ownership ratio at minimum17.51% after purchase, including special related parties
Base share count used199,552,867 shares

The filing says the offer period runs from May 13 to July 2, 2026, or 37 business days, and that the bid's stated purpose is to take Kakaku.com private. The number worth lingering on is the minimum tender condition: 34,941,000 shares. Kakaku.com says that floor would leave the offeror with a 17.51% ownership ratio after purchase when special related parties are included in the calculation, using a base share count of 199,552,867 shares and 1,995,528 voting rights as the denominator. In other words, the headline price is straightforward, but the control math lives in the footnote.

The stock acquisition rights are also treated with blunt uniformity. The filing lists 11 series, with exercise periods extending as far as 2053, yet every series is offered the same nominal ¥1 price. The tender terms, in other words, do not bother with a differentiated schedule for the rights.

For readers outside Japan, the cross-border notes do some heavy lifting. The filing says the tender follows Japanese procedures and disclosure standards, which do not necessarily match US rules, and that if Japanese- and English-language documents diverge, the Japanese version prevails. It also says the offeror, Kakaku.com, the financial advisers to Digital Garage and KDDI, the offer agent and related parties may buy Kakaku.com shares outside the tender offer before or during the offer period if Japanese rules allow. If such purchases are disclosed in Japan, English disclosure will also be made.

The packet also makes clear that this is an amended position statement, but not what specific point was corrected. That leaves the safest read as mechanical rather than dramatic: the filing restates the live deal terms, the price, the minimum tender threshold and the cross-border caveats, while leaving two practical questions unanswered here, what changed in the amendment and whether enough shares were tendered to clear the 34,941,000-share floor.