Kakaku.com bidder Kamgras1 raised its TOB price to 3,680 yen per share. The move aims to rival Bain Capital's proposal and may lead to a merger or renewed competition for the privatization deal.
Kakaku.com filed an amendment to its tender offer statement on Sept. 10, 2026, significantly altering conditions set by Kamgras1. The final bid price for ordinary shares was raised by 109 yen to 3,680 yen, up from the Aug. 27 figure of 3,571 yen. Concurrently, the share repurchase price for remaining shareholders was adjusted from 2,903 yen to 2,992 yen.
The bid period has been extended by 10 days, totaling 95 business days from Sept. 10 to Sept. 29, 2026. Kamgras1 explained that this "sincere consideration" was necessary after Oasis, a party led by Bain Capital, stated it would not support any bid below 3,640 yen. The new price offers a premium of 51.94% over the one-month average closing price of 2,422 yen and 79.95% over the three-month average of 2,045 yen.
Following this increase, Kamgras1 sent a written inquiry to the special committee asking if the Bain-led proposal would raise its price above 3,640 yen. This suggests the situation has shifted from a simple takeover war to potential negotiations involving integration or further price competition.
A key development in this disclosure is the evolving dynamic with the Bain Capital-led proposer, BCPE Blitz Cayman, L.P. Initially rivals, Kamgras1's price hike now exceeds Bain's stated threshold of rejecting offers below 3,640 yen.
Kamgras1 continues negotiations with Oasis but has not reached a commitment to bid yet. However, the company assesses that the likelihood of Bain participating in this tender offer has "considerably increased" given the price surpassing 3,640 yen. This strongly hints at a scenario where the two parties merge their proposals or integrate into a single bid.
If the transactions prove incompatible, the special committee will continue evaluating which option better serves corporate value and shareholder interests. Future agreements on the final privatization pattern are expected to accelerate based on Bain's response.
To fund the approximately 436 billion yen required for the tender offer, Kamgras1 will utilize up to 211 billion yen from its parent company and up to 225 billion yen in bank loans. The financing consortium includes Mitsui Sumitomo Bank, Mizuho Bank, and Nomura Capital Investment, with standard collateral and financial covenants.
After the tender offer closes, a privatization process will begin with an extraordinary general meeting of shareholders in mid-November 2026 to consolidate shares and eliminate fractional units. Subsequently, squeeze-out procedures will be implemented to acquire remaining shares. The repurchase price is calculated to ensure after-tax proceeds match those of tender offer participants, leveraging tax exemptions for deemed dividends.
Additionally, the target company will use part of the funds from share repurchases to reinvest in Kamgras1's parent, acquiring approximately 20% voting rights. This structure aims for full subsidiary status or specific equity holdings, confirming the feasibility of the privatization.
Analyst take
The core of this disclosure is the potential integration with the rival bid rather than just a price hike. By raising its offer to 3,680 yen, Kamgras1 has surpassed Bain Capital's minimum support level, signaling a likely convergence of proposals or a follow-up move by Bain. Investors should watch for Bain's response to determine if the competitive phase will end or escalate in the coming days.
