Dentsu Soken: Itochu-backed VIC offers ¥2,880 per share

Dentsu Soken supports VIC's tender offer and recommends that shareholders tender their shares. The offer period runs for 21 business days, from Nov. 2 to Dec. 2, 2026, at ¥2,880 per common share. If Dentsu Soken requests an extension, the period could run until Dec. 15.

VIC will not purchase any shares if the minimum is not met. If it is met, VIC will purchase all shares tendered. The minimum was set at a level that would secure the voting rights needed to carry out a share consolidation after the offer, assuming Dentsu Group does not tender its shares.

After the offer, Dentsu Group and VIC will become shareholders of Dentsu Soken and aim to delist it. If VIC does not acquire all shares through the tender offer, it plans to eliminate minority shareholders through procedures such as a share consolidation. Shareholders who do not tender are also expected to receive cash ultimately based on the same price as the offer.

VIC aims to accelerate growth by combining Dentsu Soken's business consulting and application development capabilities with the IT infrastructure, customer base and overseas network of the Itochu group.

• Complementary services: Work with Itochu Techno-Solutions (CTC) and others to pair consulting and application development with cloud construction, infrastructure, operations and maintenance, and business process outsourcing (BPO).
• More project opportunities: Use Itochu group companies and customer relationships to pursue cross-selling and win new projects.
• Talent and technology development: Use group projects as practical opportunities in AI and digital transformation (DX), building technical capabilities and employee skills.
• M&A support: Draw on Itochu's acquisition experience and network to explore growth opportunities in areas including talent, IT infrastructure and cybersecurity. Dentsu Soken's mid-term management plan allocates ¥75 billion to growth investments, including M&A.

Dentsu Soken has combined systems integration, consulting and think-tank functions. It sees expanding its service range and handling larger projects as challenges, and aims to strengthen its ability to manage work consistently from planning through development and operations by collaborating with the Itochu group.

The offer price represents a 34.96% premium to the July 1 closing price, before media reports speculated about privatization. It is 5.15% above the Aug. 27 close.

Dentsu Soken established a special committee comprising independent outside directors and received advice from independent financial and legal experts. The committee compared proposals from Itochu and another candidate, selecting Itochu, which offered the higher price. It deemed the offer price appropriate based on a third-party valuation range for the shares and a fairness opinion obtained by the committee.

The share price briefly reached ¥2,930 on Aug. 28 and closed at ¥2,908, both above the offer price, but later traded below it. On Oct. 30, the special committee issued a supplemental opinion saying there was no reason to change its August assessment. The board again approved the offer and recommended that shareholders tender.

After privatization, Dentsu Group is expected to hold about 61.78% of Dentsu Soken and VIC about 38.22%, leaving Dentsu Group as the parent. The planned board would have five directors, with Dentsu Group nominating three and VIC two.

The bidder said it would draw on the strengths of the current management team and employees while respecting Dentsu Soken's distinctiveness and corporate culture. It said changes to employment or working conditions that disadvantage employees as a result of the transaction are generally not envisaged.

Dentsu Soken has already resolved not to pay a year-end dividend for the fiscal year ending December 2026, conditional on the tender offer succeeding. Privatization will end trading in its shares on the stock market. Dentsu Soken says the move will reduce the burdens of remaining listed and allow it to use the financing capabilities and business foundations of both groups to support growth.