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Kakaku.com,Inc. — Merger & Acquisition 2026
Jun 4, 2026
13338_rns_2026-06-04_c4c4dcdc-5007-42cc-b730-411faf756ad5.pdf
Merger & Acquisition
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[Translation]
June 4, 2026
To whom it may concern:
| Company Name: | Kakaku.com, Inc. |
|---|---|
| Representative: | Atsuhiro Murakami |
| President and Representative Director | |
| (Securities Code: 2371; Prime Market of the Tokyo Stock Exchange) | |
| Contact: | Shinichi Kasuya |
| Director, Senior Managing Executive Officer and CFO | |
| (Phone: +81-3-5725-4554) | |
| Company Name: | Kamgras 1 K.K. |
| Representative: | Robert Patrick Ryan |
| Representative Director |
(Correction) Notice Regarding the Correction of the Public Notice of Commencement of Tender Offer in Connection with the Submission of the Amendment to the Tender Offer Statement by Kamgras 1 K.K.
We hereby announce that Kamgras 1 K.K. has published the “(Correction) Notice Regarding the Correction of the Public Notice of Commencement of Tender Offer in Connection with the Submission of the Amendment to the Tender Offer Statement” today, as set forth in the Attachment.
This material is published pursuant to Article 30, paragraph (1), item (iv) of the Order for Enforcement of the Financial Instruments and Exchange Act at the request of Kamgras 1 K.K. (the offeror) to Kakaku.com, Inc. (the target company of the tender offer).
(Attachment)
“(Correction) Notice Regarding the Correction of the Public Notice of Commencement of Tender Offer in Connection with the Submission of the Amendment to the Tender Offer Statement” dated June 4, 2026
June 4, 2026
To whom it may concern:
Company Name: Kamgras 1 K.K.
Representative: Robert Patrick Ryan
Representative Director
(Correction) Notice Regarding the Correction of the Public Notice of Commencement of Tender Offer in Connection with the Submission of the Amendment to the Tender Offer Statement
Kamgras 1 K.K. (the "Offeror") has commenced, as of May 13, 2026, a tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act (Law No. 25 of 1948, as amended; the "FIEA") for the common shares and share options of Kakaku.com, Inc. (Securities Code: 2371; on the Prime Market of Tokyo Stock Exchange, Inc.; the "Target Company").
As the waiting period set forth in the main clause of Article 27, Paragraph 2 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended) was shortened pursuant to the proviso to the same paragraph on June 2, 2026, enabling the Offeror to acquire the Target Company's common shares from June 3, 2026, certain matters described in the Tender Offer Statement submitted on May 13, 2026 (as amended by the Amendment to Tender Offer Statement submitted on May 19, 2026 and May 27, 2026; hereinafter the same) and its attachment, the Public Announcement of Commencement of Tender Offer dated May 13, 2026 (as amended by the Amendment to Tender Offer Statement submitted on May 19, 2026 and May 27, 2026; hereinafter the same), require correction. Accordingly, in order to correct such matters and to add documents relating to such matters to the attachments, the Offeror submitted to the Director-General of Kanto Local Finance Bureau, on June 4, 2026, an amendment to the Tender Offer Statement pursuant to Article 27-8, Paragraph 2 of the FIEA.
In connection with the foregoing, the contents of the Public Announcement of Commencement of Tender Offer dated May 13, 2026 are corrected as set forth below.
This correction does not constitute a change in the terms of purchase, etc. as defined in Article 27-3, Paragraph 2, Item 1 of the FIEA.
Description
The Public Announcement of Commencement of Tender Offer dated May 13, 2026 is corrected as follows. The amended portions are underlined.
2. Contents of the Tender Offer
(11) Other Conditions and Methods for Purchase etc.
[2] Whether There Are Any Conditions for Withdrawal etc. of the Tender Offer, the Particulars Thereof, and the Method of Disclosure of Withdrawal etc.
(Before Amendment)
If any of the matters set forth in Article 14, Paragraph 1, Item (i)(a) to (j) and (m) to (t), Item (iii)(a) to (h) and (j), Item (iv), and as relevant to Item (v), Article 26, Paragraph 4, Item (i) to (v) and (vii) of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Ordinance"), and Article 14, Paragraph 2, Item (iii) to (vi) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the "Order") occurs, the Tender Offer may be withdrawn etc.
"A matter corresponding to a matter set forth in (a) to (s)" as specified in Article 14, Paragraph 1, Item (i)(t) of the Order means (i) a case where the organ which decides the execution of business at the Target Company decides to pay dividends of surplus with a record date prior to the commencement date of settlement for the Tender Offer (except any dividends where it is expected that the amount of cash or any other assets to be delivered to shareholders will be less than the amount (6,131 million yen (Note)) equal to 10% of the book value of the Target Company's net assets on the balance sheet as of the last day of the most recent fiscal year), and (ii) a case where the organ
which decides the execution of business at the Target Company decides to buy back own shares (except any buyback where it is expected that the amount of cash or any other assets to be delivered to shareholders will be less than the amount (6,131 million yen (Note)) equal to 10% of the book value of the Target Company’s net assets on the balance sheet as of the last day of the most recent fiscal year). In these cases, there will be a large outflow of the Target Company’s corporate assets, materially hindering attainment of the purpose of the Tender Offer; therefore, such cases are also considered to fall under “an action equivalent to what is set forth in (a) through (s)” as specified in Article 14, Paragraph 1, Item (i)(t) of the Order, and the Tender Offer may be withdrawn etc.
Further, a “facts equivalent to those set forth in (a) through (i)” as specified in Article 14, Paragraph 1, Item (iii)(j) of the Order means (i) in regard to the statutory disclosure documents submitted by the Target Company in the past, a case where it is learned that false statements were made regarding material matters or where material matters that should have been stated were omitted, and (ii) a case where any fact listed in (a) to (g) occurs to an important subsidiary of the Target Company.
In the case where prior to the day immediately preceding the day on which the Tender Offer Period (including any extensions) expires, regarding a notification made in accordance with Article 27, Paragraph 1 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended; “Foreign Exchange Act”), if the Minister of Finance and the minister having jurisdiction over the business determine that it is necessary to examine whether the subject to the notification falls under inward direct investment etc. affecting the security etc. of the country, or determine that the same falls under inward direct investment etc. affecting the safety etc. of the country, and the waiting period until the Offeror is allowed to acquire Target Company Shares is extended, or it is advised to modify the particulars of such inward direct investment etc. or cancel such inward direct investment etc., this will be taken as a case where the “Permission, etc.” set forth in Article 14, Paragraph 1, Item 4 of the Order was not obtained, and the Tender Offer may be withdrawn etc.
(After Amendment)
If any of the matters set forth in Article 14, Paragraph 1, Item (i)(a) to (j) and (m) to (t), Item (iii)(a) to (h) and (j), and as relevant to Item (v), Article 26, Paragraph 4, Item (i) to (v) and (vii) of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the “Ordinance”), and Article 14, Paragraph 2, Item (iii) to (vi) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Order”) occurs, the Tender Offer may be withdrawn etc.
“A matter corresponding to a matter set forth in (a) to (s)” as specified in Article 14, Paragraph 1, Item (i)(t) of the Order means (i) a case where the organ which decides the execution of business at the Target Company decides to pay dividends of surplus with a record date prior to the commencement date of settlement for the Tender Offer (except any dividends where it is expected that the amount of cash or any other assets to be delivered to shareholders will be less than the amount (6,131 million yen (Note)) equal to 10% of the book value of the Target Company’s net assets on the balance sheet as of the last day of the most recent fiscal year), and (ii) a case where the organ which decides the execution of business at the Target Company decides to buy back own shares (except any buyback where it is expected that the amount of cash or any other assets to be delivered to shareholders will be less than the amount (6,131 million yen (Note)) equal to 10% of the book value of the Target Company’s net assets on the balance sheet as of the last day of the most recent fiscal year). In these cases, there will be a large outflow of the Target Company’s corporate assets, materially hindering attainment of the purpose of the Tender Offer; therefore, such cases are also considered to fall under “an action equivalent to what is set forth in (a) through (s)” as specified in Article 14, Paragraph 1, Item (i)(t) of the Order, and the Tender Offer may be withdrawn etc.
Further, a “facts equivalent to those set forth in (a) through (i)” as specified in Article 14, Paragraph 1, Item (iii)(j) of the Order means (i) in regard to the statutory disclosure documents submitted by the Target Company in the past, a case where it is learned that false statements were made regarding material matters or where material matters that should have been stated were omitted, and (ii) a case where any fact listed in (a) to (g) occurs to an important subsidiary of the Target Company.
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Regulations on Solicitation
This press release is intended to provide information relating to the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. Shareholders who wish to tender their shares are advised to carefully read the Tender Offer Explanation Statement concerning the Tender Offer and to make their tender decisions at their own discretion. This press release does not constitute, or form part of, an offer to sell or a solicitation of an offer to sell securities, or a solicitation of an offer to purchase securities. Neither this press release (or any part thereof) nor its distribution shall form the basis of any contract relating to the Tender Offer, or be relied upon when entering into any such agreement.
U.S. Regulations
The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards provided by Japanese law; however, such procedures and standards are not necessarily identical to the procedures and information disclosure standards applied in the United States. In particular, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended, the "U.S. Securities Exchange Act") and the rules promulgated thereunder do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with such procedures and standards. All financial information included or referred to in this press release and the documents incorporated by reference herein has not been prepared in accordance with accounting principles generally accepted in the United States; and it may not be equivalent to, or comparable with, financial information prepared in accordance with accounting principles generally accepted in the United States. The Offeror is a corporation incorporated outside the United States, and some or all of its officers are residents outside the United States; accordingly, it may be difficult to exercise or enforce rights or claims that may be asserted under U.S. securities laws. In addition, it may be difficult to initiate legal proceedings in courts outside the United States against non-U.S. corporations or their officers based on a breach of U.S. securities laws. Furthermore, U.S. courts are not necessarily granted jurisdiction over non-U.S. corporations or their affiliates. All procedures relating to the Tender Offer will be conducted in Japanese unless otherwise specified. Some or all of the documents relating to the Tender Offer will be prepared in English; however, in the event of any discrepancy between the English-language documents and the Japanese-language documents, the Japanese-language documents shall prevail. The financial advisors of the Offeror, the Target Company, DG and KDDI, the tender offer agent, and their respective affiliates may, within their ordinary course of business and to the extent permitted by Japanese financial instruments and exchange-related laws and regulations and other applicable laws and regulations, purchase, or conduct any act toward the purchase of, the shares of the Target Company for their own account or for their customers' accounts outside the Tender Offer, either prior to the commencement of, or during, the period of the Tender Offer, in accordance with the requirements of Rule 14e-5(b) under the U.S. Securities Exchange Act. If information concerning such purchase is disclosed in Japan, such information will also be disclosed in English on the website of the person making such purchases (or by other disclosure methods).
Forward-Looking Statements
This press release contains "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of 1934. Due to known or unknown risks, uncertainties, or other factors, actual results may differ materially from those expressly or implicitly indicated by projections or other information presented as forward-looking statements. Neither the Offeror nor any of its affiliates makes any undertaking that the projections or other information expressly or implicitly indicated as forward-looking statements will prove to be correct. The forward-looking statements contained in this press release have been prepared based on the information available to the Offeror as of the date of this press release; and, unless required by applicable laws or the rules of a financial instruments exchange, none of the Offeror, the Target Company, or their respective affiliates has any obligation to update or correct the statements made herein in order to reflect future events or circumstances.
Other National Regulations
Some countries or regions may impose legal restrictions on the announcement, issuance, or distribution of this press release. In such cases, persons into whose possession this press release comes are required to inform themselves of, and to observe, any such restrictions. The announcement, issuance, or distribution of this press release shall not constitute a solicitation of an offer to purchase or sell any securities relating to the Tender Offer, and it shall be deemed a distribution of materials for informational purposes only.
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