Katitas will pay ¥2,000 in cash for each Toubujyuhan share in a tender offer running from 14 October to 3 December 2026 (35 business days). The aim is to buy the whole company and make it a wholly owned subsidiary. Toubujyuhan's board backs the bid and recommends that shareholders tender. Six of its seven directors voted in favour; the seventh, the president, who is also the largest shareholder, did not take part.
President's family pledged
The president (38.66% of shares), an asset company owned by him and his children (5.11%) and his wife (1.24%) have agreed to tender everything they hold, 45.01% in total. Katitas says the president's shares are essential: without them it could not reach two-thirds of the votes. Each pledge carries conditions, including that the price stays at or above ¥2,000, and the holders may waive them.
Offer terms
Katitas set a minimum of 1,776,600 shares (65.56% by its calculation) and no maximum. If fewer are tendered, it buys none. There is no majority-of-minority condition, which Katitas says would make completion less certain. It will fund the purchase from its own cash and a loan from Mizuho Bank on terms still to be agreed; the full purchase would cost ¥5.42bn. Settlement starts on 10 December.
Dividend and benefits
Toubujyuhan's board resolved, on condition that the offer succeeds, to pay no year-end dividend for the year to May 2027, against an earlier forecast of ¥43. It paid ¥43 for the prior year. Katitas says its price assumes no such dividend. The shareholder benefit scheme ends from the 31 May 2027 record date, but the benefit for the 31 May 2026 record date will still be provided.
After the offer
If Katitas reaches 90% of votes, it will demand a sell-out of the rest; otherwise it plans a share consolidation at an extraordinary meeting targeted for early February 2027. Holdouts would receive cash equal to ¥2,000 per share held. Delisting is expected if the squeeze-out proceeds, but completion is not assured.