Kamgras 1 raised its tender offer for Kakaku.com to ¥3,700 a share from ¥3,683 on Nov 11, extended the offer period from Nov 12 to Nov 26 (134 business days in total) and moved settlement from Nov 19 to Dec 3. Kakaku.com had asked on Oct 27, under the tender offer agreement, to discuss a price change; Kamgras 1 says it considered the request and decided on Nov 11. Earlier Tokyo Brief coverage
The price map
The amended tender offer registration statement describes a rival proposal from BCPE Blitz Cayman, L.P., the Bain Capital-linked vehicle, which in an Oct 26 release set an unconditional price of ¥3,700 and kept a conditional price of ¥3,720 that applies only if KDDI agrees not to tender. Kamgras 1 says neither rival price meets the KDDI price threshold, which was ¥3,756 at the time of that release and ¥3,757 after Kamgras 1's Oct 28 change. It also says the rival's Oct 26 release did not announce an offer above that threshold. The filing does not explain how the threshold is set.
| Price point | Yen per share | Status |
|---|---|---|
| Kamgras 1 tender offer | ¥3,700 | Unconditional; closes Nov 26, settles Dec 3 |
| Rival unconditional price | ¥3,700 | Per Oct 26 rival release, as cited by Kamgras 1 |
| Rival conditional price | ¥3,720 | Applies only if KDDI agrees not to tender |
| KDDI price threshold | ¥3,757 | Kamgras 1 says neither rival price meets it |
| Post-squeeze-out self-acquisition | ¥3,008 | Per pre-consolidation share; Digital Garage and KDDI stakes |
What the offer requires
The offer has a minimum of 34,941,000 shares and no cap; each share option is bought for ¥1. Kamgras 1 puts ¥3,700 at a 33.38% premium to the May 11 close of ¥2,774, the last trading day before the offer was announced, and 74.45% above the Apr 22 close of ¥2,121.
Funding rises modestly. Parent-level equity is now capped at ¥227bn, from ¥225bn, and bank loans stay capped at ¥225bn from six lenders, including Sumitomo Mitsui Banking Corp and Mizuho Bank. The purchase consideration is ¥451.05bn at the ¥3,700 price. The loans carry conditions. Tendered plus non-tendered shares must reach at least 131,893,000, unless a share consolidation for the squeeze-out is approved at a shareholders meeting. The Sumitomo Mitsui Banking Corp commitment letter also requires that Kakaku.com's board has not withdrawn its support or backed a third-party offer, with a carve-out tied to directors' duty-of-care concerns. That letter lapses on Mar 26, 2027.
Kakaku.com's board still supports the offer but leaves the tender decision to shareholders, a stance in place since July 2; the special committee's advice was unchanged as of Oct 29.
Digital Garage and the squeeze-out
Digital Garage and KDDI will not tender. If the offer succeeds but Kamgras 1 does not gain all other shares, it plans to seek a share consolidation, now expected at a shareholders meeting in mid-January 2027, not early January. Kakaku.com would then buy back the two holders' shares at ¥3,008 per pre-consolidation share, up from ¥2,994. Digital Garage says the price is set so that its after-tax proceeds match what it would get by tendering at ¥3,700.
Digital Garage holds 40,917,700 Kakaku.com shares, or 20.68% of voting rights. It gives a reference transfer value of ¥123.1bn and expects a special gain of about ¥37bn in standalone accounts and about ¥30bn on a consolidated basis if the deal completes in the year to March 2027. The offer closes on Nov 26 and settles on Dec 3.