Kaji Technology Corporation
Notice of Expression of Support and Recommendation to Tender for the Tender Offer by CSR I17 Co., Ltd. for Our Shares
The purpose of the tender offer is to make the company a wholly owned subsidiary. The purchase price is 7,957 yen per share, and the lower limit of planned shares to be purchased is 258,300 shares. The purchase period is 2026/11/11-12/23. Thereafter, the acquirer intends to pursue a series of corporate reorganizations including share consolidation, treasury stock acquisition, and merger to achieve complete ownership. The decision to recommend tendering to shareholders was made following a valuation report by an independent third-party valuation firm and approval by the independent committee. Fairness measures include use of an independent committee, external advisors, third-party valuation, and arrangements such as deposit letters and non-tendering agreements. There is a delisting risk.
Key Figures
- 7,957 yen: Tender offer price
- 258,300 shares: Lower limit of planned shares to be purchased
- 4,604 yen〜5,170 yen: Valuation report range based on the market price average method
AI要約
Overview and Structure of the TOB
This matter is a tender offer (TOB) in which CSR I17 Co., Ltd. will acquire ordinary shares of Kaji Technology Corporation with the aim of making it a wholly owned subsidiary. The purchase period is 30 business days from November 11, 2026 to December 23, 2026. The purchase price is 7,957 yen per share. The lower limit of planned shares to be purchased is 258,300 shares. To ensure fairness, an independent special committee, an independent third-party valuation firm, and legal and financial advisors have been engaged. If the tender offer is successful, the acquirer intends to proceed with share consolidation, treasury stock acquisition, financing, and merger to achieve wholly owned status.
Impact on Shareholders and Future Developments
Shareholders will have the opportunity to tender their shares and are expected to receive cash consideration for fractional shares resulting from consolidation. While delisting is possible, measures are in place to protect the interests of outside shareholders by ensuring the fairness of the consideration for non-tendering shares and the overall scheme. The special committee evaluated fairness and decided to express support and recommend tendering. Post-transaction reorganizations are undecided, but current management is expected to remain central, and CSRI-related personnel will provide support as needed.
Kaji Technology Corporation
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