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Kakaku.com Suitor Raises Offer to ¥3,450 to Counter Bain-LY Corporation Bid

EQT's buyout vehicle for Kakaku.com lifted its tender offer to ¥3,450 a share and pushed the deadline to August 3, betting that Bain Capital and LY Corporation's rival ¥3,500 headline price is unworkable under KDDI's existing non-tender contract.

Jul 17, 20263 min readKakaku.com,Inc.2371
Illustration of two rising stacks of yen notes linked by lines to stock certificate icons and a ledger, symbolizing a competing takeover bid.

Kamgras 1, the takeover vehicle backed by Digital Garage and the European buyout firm EQT, raised its tender offer price for Kakaku.com to ¥3,450 a share on July 17, up from the ¥3,000 price it set when the offer opened in May. The bidder also pushed back the tender deadline to August 3, 2026, extending the offer to 58 business days in total, and raised the price it will pay to buy back shares that do not tender, from ¥2,439 to ¥2,805.

The increase answers a rival approach. On July 1, Bain Capital Private Equity and LY Corporation (formerly LINE Yahoo) sent Kakaku.com a binding proposal to take the price-comparison site private at ¥3,384 a share, prompting Kakaku.com to ask Kamgras 1 to raise its own bid under the terms of their May tender agreement. Bain and LY Corporation's proposal carried a second, higher headline number: ¥3,500 a share, contingent on securing a non-tender agreement with KDDI, the mobile carrier and Kakaku.com's largest strategic shareholder.

Kamgras 1 says that higher figure cannot be paid. Its own non-tender agreement with KDDI, signed in May, bars the carrier from backing a competing deal unless a rival bid tops Kamgras 1's price by at least 2% and covers all of Kakaku.com's outstanding shares. Kamgras 1 argues that once its offer clears that bar, KDDI has no reason to wait for a side deal with Bain and LY Corporation when it can simply tender into the open offer and collect payment sooner. On that reading, ¥3,500 is a nominal price built on a condition its own counterparty has no incentive to satisfy, leaving ¥3,384 as the only price the rival camp could actually pay, a level Kamgras 1's ¥3,450 already beats.

The new price does more than outbid a number on paper. Oasis Management, an activist fund holding 38,200,548 Kakaku.com shares, signed an agreement on July 1 to tender into Bain and LY Corporation's offer, but that agreement lets Oasis walk away if a third party's bid tops Bain's ¥3,384 by at least 1% and Bain fails to match it within five business days. Kamgras 1's ¥3,450 clears that threshold, and the consortium said it will now seek Oasis's support directly.

Kakaku.com's own position has not moved. Its special committee's recommendation is unchanged from July 2: the company still backs the Kamgras 1 offer, and it is leaving the tender decision to shareholders and to holders of its stock acquisition rights. That is a studied neutrality. Kakaku.com is not declaring the Bain-LY Corporation approach dead, nor is it withdrawing support for Kamgras 1, even though the rival camp's ¥3,384 figure sits above Kamgras 1's original ¥3,000 opening price and, until July 17, above the live tender price too.

The revised ¥3,450 offer also sits above both outside valuations commissioned for the deal: SMBC Nikko Securities put Kakaku.com's per-share value at up to ¥3,378, and Yamada Consulting Group, adviser to the special committee, capped its range at ¥3,303.

Competing offers for Kakaku.com
Prices are per common share. The nominal ¥3,500 price is conditional and disputed by Kamgras 1. Valuation ranges are advisers' fairness opinions, not offers.
Offer or valuationPrice per share
Kamgras 1 revised tender offer (Digital Garage/EQT)¥3,450
Kamgras 1 original tender offer (before July 17)¥3,000
Bain Capital/LY Corporation realizable price (July 1 proposal)¥3,384
Bain Capital/LY Corporation nominal price (conditional on KDDI deal)¥3,500
SMBC Nikko Securities valuation range (upper bound)¥3,378
Yamada Consulting Group valuation range (upper bound)¥3,303

Kamgras 1 is funding the higher price with more equity headroom. It raised the contribution ceiling from its parent company to ¥197.0bn, from ¥168.0bn previously, while keeping its bank loan facility unchanged at up to ¥225.0bn from a lender group that includes Sumitomo Mitsui Banking Corporation, Mizuho Bank and Bank of Yokohama.

Kamgras 1 filed a corrected tender offer statement on July 17 and pushed the settlement date to August 10, 2026, from July 29 previously. Bain Capital and LY Corporation have not said whether they will counter before the new August 3 deadline, or proceed with the KDDI-conditional structure that Kamgras 1 says cannot be executed.