The Japanese tender offer, explained

Written 3 September 2026 · All explainers

How to read the markers. [D] — verified from a source retrieved for this note, listed under Sources. [I] — industry-understood; not formally disclosed by a named party. [S] — our own inference or judgment. Every figure is either sourced or marked as an estimate.

The short version

A take-private of a Japanese listed company runs on one instrument: the tender offer bid, or TOB (公開買付け), a public offer to buy shares from every holder at one price for a fixed period, regulated by Japan’s Financial Instruments and Exchange Act (FIEA). Since 1 May 2026 a buyer must use a TOB to cross 30% of the voting rights — down from one-third — and the rule now catches purchases made on the exchange as well as off it. [D — see Sources]

The TOB itself only gets a bidder part of the way. The offer runs for 20 to 60 business days, the price can go up but generally not down, and the target’s board must publish a formal opinion within ten business days. What turns a majority into 100% is the squeeze-out that follows under the Companies Act: at 90% of the votes the buyer can simply demand the rest; below that it needs a two-thirds shareholder vote to consolidate the minority out. Two-thirds is the number every bidder actually plans around, and it is why side agreements with large holders — who promise not to tender and instead vote for the squeeze-out — decide more contests than the headline price does. [D for the thresholds; S for the emphasis]

Contests are now normal. KKR beat Bain for Fuji Soft in 2024–25 after four months of raised prices and extensions. In 2026 EQT and Digital Garage have raised their Kakaku.com offer three times against a Bain–LY Corporation proposal that has climbed from ¥3,000 to ¥3,520 (¥3,640 on a condition), while the target’s special committee has kept recommending EQT. That contest is unresolved as this is written (3 September 2026). [D]

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1. When a tender offer is compulsory

Japan’s rule is a threshold rule, not a “control” rule. Two triggers matter under the FIEA. [D — Baker McKenzie, FSA FAQ]

• The 5% rule. Buying more than 5% of the voting rights off the exchange, from more than ten sellers within 60 days, needs a TOB.
• The 30% rule (the “one-third rule” until 2026). Crossing the threshold needs a TOB, whoever you buy from.

The Diet passed the amendment on 15 May 2024; the Financial Services Agency (FSA) published the implementing Cabinet Orders on 4 July 2025; the new rules took effect on 1 May 2026. Three independent law-firm notes give the same effective date. [D — DLA Piper, Funds-Axis, Nishimura & Asahi via IFLR] Two things changed at once:

1. The threshold fell from one-third to 30%. Nagashima Ohno & Tsunematsu’s reasoning: 30% of the votes is “generally sufficient to block a special resolution” at a Japanese company, given typical turnout, so it is the level at which control begins in practice. [D]
2. On-market purchases now count. Before 2026 a buyer could cross one-third by buying on the exchange without a TOB, because open-market trades were assumed transparent enough. That exemption is gone. The old “rapid acquisition” rule — which stopped buyers combining off-market and on-market purchases within three months — was deleted as redundant. [D — NO&T]

A fund that used to build a 34% stake quietly on the market must now launch a public offer at 30%, on the same terms to everyone. [S] A small exemption remains for purchases raising a holding by less than 0.5%, provided none were made in the previous six months. [D — Funds-Axis]

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2. Inside the offer period

The FSA’s own FAQ sets out the mechanics. [D — FSA FAQ on the FIEA, section 4]

• Period. The offeror picks between 20 and 60 business days. Business days, not calendar days: a 60-business-day offer runs about three months.
• Target’s extension right. If the offeror chose fewer than 30 business days and the target opposes the bid, the target can demand an extension to 30 business days, and no other length.
• Price changes. Changes that disadvantage tendering holders are prohibited: the price may rise but not fall, except to adjust for a stock split or similar corporate action disclosed at the start. The 2026 rules add a narrow downward adjustment for dividends paid during the offer. [D — FSA FAQ; DLA Piper]
• Conditions. An offeror may set a minimum number of shares (below which it buys nothing) and, in some structures, a maximum. In a take-private the minimum is the number that guarantees the squeeze-out vote — see section 4.
• Withdrawal. Allowed only for a material change in the target’s business or assets, or if the target adopts a defence such as a large share issue or asset disposal. The 2026 rules also allow withdrawal if the target adopts new takeover defences after the offer starts. [D — FSA FAQ; DLA Piper]
• Beyond 60 days. The 60-day cap can now be waived by the authorities on a case-by-case request. [D — DLA Piper] The Kakaku.com offer, launched on 13 May 2026, had run 85 business days by its 27 August 2026 amendment. [D — Kakaku.com filing]

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3. The target’s side: opinion, committee, “fair process”

Within ten business days of the offer starting, the target board must file an opinion statement report (意見表明報告書): support, oppose, or abstain, with reasons. It may put questions to the offeror, who has five business days to answer. [D — FSA FAQ]

Behind the opinion sits a special committee of independent directors. Two METI documents shape how it works. The Fair M&A Guidelines of 28 June 2019 cover management buyouts and acquisitions by controlling shareholders, and set out the “fairness measures” — independent committee, independent advisers, a fairness opinion, enhanced disclosure. The Guidelines for Corporate Takeovers of 31 August 2023 extend the approach to any bid for control, and METI published supplementary “key points and Q&A” on 30–31 July 2026 while leaving the guidelines unchanged. [D — the guidelines are cited by their dates in Kakaku.com’s 12 May 2026 opinion report; the 2026 supplement via MLex] Since 22 July 2025 the Tokyo Stock Exchange’s listing rules also require a target in an MBO or parent-subsidiary take-private to form a special committee “consisting mainly of outside directors” and to disclose the committee’s entire opinion. [D — Chambers, MHM/NO&T]

What “fair process” is meant to deliver is a price the courts will not reopen. In the Jupiter Telecom (J:COM) case, decided by the Supreme Court on 1 July 2016, Sumitomo and KDDI had bought out J:COM through a TOB at ¥123,000 per share followed by a squeeze-out. The Tokyo District Court set a higher appraisal price of ¥130,206; the Supreme Court restored ¥123,000, holding that where the TOB was run through “procedures generally recognised as fair”, with measures to exclude arbitrary decision-making, the offer price is the fair price absent unforeseen changes. [D — Business Lawyers summary] The lesson for bidders and boards: an independent committee, a fairness opinion and a documented negotiation are what make the price stick.

Kakaku.com’s committee is the current model. Formed on 18 February 2026 with three independent outside directors, it took fairness opinions from Yamada Consulting and SMBC Nikko, pushed EQT’s price from an opening ¥2,300 through ¥2,440, ¥2,520, ¥2,600 and ¥2,950 to ¥3,000, and then had to weigh Bain–LY’s rival proposals. [D — Kakaku.com opinion report, 12 May 2026]

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4. The squeeze-out: two routes, one number

A successful TOB leaves a minority. The Companies Act offers two ways to remove it. [D — Baker McKenzie; Monolith Law]

The 90% route is faster: no meeting, a board resolution and notice. But 90% is hard to reach in one TOB when index funds hold a large slice and, as a rule, do not tender. So the working target is two-thirds: enough to pass the share-consolidation resolution that turns every minority holding into a fraction of a share, paid out in cash at the TOB price. [D for the mechanism; I for index-fund behaviour, which the Kakaku.com filing itself cites from METI’s 2019 guidelines]

That is why the minimum tender condition looks odd to a foreign reader. EQT’s vehicle set its Kakaku.com minimum at 34,941,000 shares (17.51%), far below a majority. Add the 38.05% held by Digital Garage and KDDI, who agreed not to tender but to vote for the consolidation, and the filing’s survey of which passive funds would vote in favour, and the bidder reaches two-thirds of the votes at the meeting without ever buying two-thirds of the shares. [D — Kamgras 1 commencement notice] KKR’s second Fuji Soft offer had a minimum of just 19.25%, the amount that, added to its first-stage stake, cleared the same bar; it finished at 57.92% and moved to a squeeze-out meeting in late April 2025. [D — KKR completion release]

Dissenting holders can ask a court to fix the price. After J:COM, the answer is usually the TOB price if the process was fair. [D — see section 3]

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5. Large holders and side agreements

Because the squeeze-out is a vote, a large holder is worth more to a bidder as a vote than as a seller. Two contracts do the work.

• Non-tender agreement (不応募契約). The holder promises not to tender and to vote for the squeeze-out. The bidder pays nothing for those shares at the TOB stage.
• Rollover. After the squeeze-out, the holder’s shares are bought back by the target itself, and the holder re-invests some of the proceeds into the acquisition vehicle.

Kakaku.com shows both. Digital Garage (20.50%) and KDDI (17.55%) signed non-tender agreements on 12 May 2026. After the share consolidation, Kakaku.com will buy back their shares at ¥2,439 — below the ¥3,000 TOB price, because a buy-back is taxed as a deemed dividend and the filing sets the price so that their post-tax proceeds match what they would receive by tendering. Digital Garage then re-invests to hold about 20% of the bidco’s parent. [D — Digital Garage notice; Kamgras 1 filing]

Why this matters to a bidder: a 20% holder who sells costs 20% of the equity cheque and adds nothing to the vote after settlement. A 20% holder who rolls cuts the cheque, delivers 20% of the votes for the consolidation, and — in Kakaku.com’s case — makes a rival bid structurally harder, because the rival cannot reach two-thirds without KDDI. That is exactly the argument Oasis Management (about 19.5%) and Bain–LY made against it: Bain–LY’s ¥3,640 is conditional on a non-tender agreement with KDDI, which they say becomes possible only if EQT’s offer fails and KDDI’s obligations lapse. [D — LY Corporation notice, 21 Aug 2026; Oasis release, 18 Aug 2026] That is recorded here as the two sides’ positions, not as a finding.

All of this is public. The agreements, the buy-back price and the re-investment are disclosed in the tender offer registration statement and the parties’ own TDnet notices; the 2026 amendments also add “material agreements relating to the shares” to large shareholding reports. [D — DLA Piper]

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6. Contested bids: how a bidding war runs

A competing bid changes three things. The target’s committee must reconsider (Kakaku.com’s agreement with EQT lets the board ask for a higher price when a “qualified competing proposal” appears, and withdraw support if EQT does not match within ten business days) [D — LY notice, summarising the registration statement]; the incumbent bidder may raise and extend but not lower; and shareholders can simply wait, since tendered shares can be withdrawn and a raised price applies to everyone.

Resolved: Fuji Soft, 2024–25. KKR announced a board-backed offer on 8 August 2024 at ¥8,800, and secured 33.97% in a first stage when 3D Investment Partners and Farallon tendered. Its second stage opened at ¥9,451. Bain, having been rebuffed, went to ¥9,600 in December 2024 and kept going after the board rejected it, citing “strong concerns and distrust”. The board backed KKR on 17 December 2024, arguing a second large holder would create “deadlock” and that Bain’s premium did not justify a three-month delay. KKR extended twice, raised to ¥9,850 on 4 February 2025, and closed on 19 February 2025 at 57.92% — more than four months later than planned. Bain withdrew. [D — Reuters via Business Standard; KKR completion release; Stock Titan reprints of KKR releases; IFLR]

Live: Kakaku.com, 2026. The step chart below shows the sequence. The unaffected price is ¥2,121, the close on 22 April 2026, the day before press reports of a deal. [D — Kakaku.com opinion report; EQT release]

Whatever the result, two features are already clear. The price moved by committee, not by auction: each Bain–LY step triggered a formal request to EQT under the tender offer agreement. And the fight is really about the two-thirds vote: KDDI’s 17.55% decides whether a ¥3,640 offer can exist at all. [S — our reading of the filings]

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7. How much of this is happening

The categories overlap and come from different providers, so read them as scale, not as one series. The direction is not in doubt: more take-privates, more of them by foreign sponsors, and — per Nikkei — more disputes over price, with activists intervening to argue the offer is “too low”. [D for the figures; S for the summary]

Caveats

• Enforcement date. The 1 May 2026 date is confirmed by three law-firm sources; the FSA’s own English notice would not load this session and is not cited. Funds-Axis dates the Cabinet Office Ordinances to 1 July 2025 and DLA Piper the FSA’s finalised orders to 4 July 2025; both may be right (promulgation versus publication), and the difference is recorded rather than resolved.
• Statutory text. The Companies Act and FIEA English translations on japaneselawtranslation.go.jp returned errors this session. Article numbers and thresholds are taken from the FSA’s FAQ, Baker McKenzie, Monolith Law and the Kakaku.com filings (which cite Article 180), not from the statute itself.
• METI guidelines. METI’s own pages were blocked this session. The 2019 and 2023 guidelines are dated from Kakaku.com’s opinion report, which cites them, and from Third Arrow Strategies and MLex; their content is summarised from those and from the Chambers guide.
• Kakaku.com is live. Every price and date is from filings and releases retrieved on 3 September 2026. The result of the extended EQT offer, whether Bain–LY launches in mid-September, and whether KDDI’s agreement lapses are unknown. Nothing here predicts the outcome.
• Fuji Soft. Bain’s ¥9,600 is from a Reuters report carried by Business Standard; Bain’s own release was not retrieved. The founder family’s position is not described because no source for it loaded.
• J:COM. The Supreme Court holding is taken from a Japanese-language practitioner summary; no English law-firm summary loaded this session.
• The extension past 60 business days. The filings record the Kakaku.com offer running to 85 business days; the legal basis for that extension is not stated in the pages retrieved, and the link to the 2026 waiver power is our inference.
• Volume figures come from three providers with different definitions of “MBO” and “take-private”; MARR itself notes definitional confusion.

Sources [D]

All retrieved and confirmed to load on 3 September 2026.

The TOB rule and its 2024 amendment

• Recent developments on TOB rules and shareholding transparency in Japan — DLA Piper, January 2026 — bill passed 15 May 2024; FSA finalised orders 4 July 2025; effective 1 May 2026; 30% threshold; on-market coverage; new withdrawal and dividend-adjustment rules; 60-day waiver; material agreements in large holding reports.
• Japan’s 2024 FIEA Amendments: Key Shareholder Disclosure Reforms Coming in 2026 — Funds-Axis, 7 August 2025 — effective 1 May 2026; ordinances promulgated 1 July 2025; 0.5% de minimis exemption.
• Amendments to the Tender Offer Regulations — Nagashima Ohno & Tsunematsu, 13 December 2024 and the same note on Legal 500 — one-third to 30%; on-market transactions covered; “rapid acquisition” rule eliminated; “30% is generally sufficient to block a special resolution”.
• M&A Guide 2025: Japan — Nishimura & Asahi for IFLR, 10 September 2025 — amendments effective 1 May 2026; 2024 M&A statistics; Fuji Soft outcome.
• FAQ on the Financial Instruments and Exchange Act, section 4 — Financial Services Agency — 5% and one-third rules; 20–60 business days; target’s 30-business-day extension right; price-change and withdrawal rules; opinion statement within 10 business days; five business days to answer questions. Pre-2026 text.
• General Legal Framework, Japan — Baker McKenzie Global Public M&A Guide, 1 January 2025 — the two triggers and the pending 30% change.

Squeeze-out and appraisal

• Squeeze-out of Minority Shareholders after Completion of the Takeover, Japan — Baker McKenzie, 1 January 2025 — 90% cash-out demand; two-thirds share consolidation; class-share route; appraisal rights.
• Cash-Outs in Japanese Corporate Law — Monolith Law Office — Articles 179, 179-8, 180, 182-4, 182-5.
• ジュピターテレコム株式取得価格決定申立事件の最高裁決定における射程範囲の検討 — Business Lawyers — the 1 July 2016 Supreme Court decision: ¥123,000 TOB price restored over the District Court’s ¥130,206; “procedures generally recognised as fair”.

Target-side guidelines

• Private Equity 2025: Japan, Trends and Developments — Mori Hamada & Matsumoto and Nagashima Ohno & Tsunematsu for Chambers, 11 September 2025 — TSE rule change effective 22 July 2025; about 30 public-to-private deals in 2024; foreign sponsors’ 108 deals and ¥2.8tn in H1 2025.
• METI Guidelines on Corporate Takeovers — Third Arrow Strategies — guidelines released 31 August 2023; topics covered.
• Japan’s METI releases supplementary guidance on corporate takeover rules — MLex, 31 July 2026 — interpretation, key points and Q&A published; guidelines unchanged.

Kakaku.com contest — primary filings and releases

• Notice regarding Commencement of Tender Offer by Kamgras 1 K.K., 12 May 2026 (Kakaku.com disclosure, TDnet via Stockweather) — DG 20.50%, KDDI 17.55%, 38.05% combined; non-tender agreements; share consolidation under Article 180; minimum 34,941,000 shares (17.51%) and its rationale; buy-back at ¥2,439; period 13 May–2 July 2026 (37 business days); 7 May Bain–LY proposal at ¥3,000; citation of the 28 June 2019 Fair M&A Guidelines.
• Notice regarding Expression of Opinion in favour of the Tender Offer by Kamgras 1 K.K., 12 May 2026 (Kakaku.com) — special committee of three independent outside directors formed 18 February 2026; fairness opinions from Yamada Consulting and SMBC Nikko; negotiation from ¥2,300 to ¥3,000; ¥2,121 close on 22 April 2026 and the 41.44% premium; definitions citing METI’s 31 August 2023 Guidelines for Corporate Takeovers.
• Notice Regarding Execution of Agreement Relating to Shares of Kakaku.com — Digital Garage, 12 May 2026 — non-tendering agreement; 40,917,700 shares; buy-back and re-investment of about 20% in the offeror’s parent.
• EQT to Launch Tender Offer to Privatize Kakaku.com — EQT, 12 May 2026 — ¥3,000; board and committee support; Digital Garage’s ~20% re-investment.
• EQT Consortium Raises Tender Offer Price for Kakaku.com to JPY 3,450 — EQT via PR Newswire, 17 July 2026 — ¥3,450; competing ¥3,384 of 1 July.
• EQT Consortium Further Raises Tender Offer Price for Kakaku.com to JPY 3,570 — EQT, 13 August 2026 — ¥3,570; competing ¥3,520 of 29 July; unaffected ¥2,121; period to 27 August.
• Kakaku.com TDnet notices summarised by Japan IR: 13 August 2026 — 75 business days; 21 August 2026 — BCPE Blitz Cayman; 27 August 2026 — ¥3,571, 85 business days, settlement from 17 September; 28 August 2026 — committee recommendation unchanged.
• (Update) Notice Concerning Scheduled Commencement of Tender Offer for Kakaku.com by BCPE Blitz Cayman, L.P. — LY Corporation, 21 August 2026 — ¥3,520, or ¥3,640 with a KDDI non-tender agreement; mid-September start; conditions precedent including board and committee support; Oasis tender agreement expired 20 August; the qualified-competing-proposal mechanism; prior proposals at ¥3,000, ¥3,292, ¥3,384.
• Oasis Does Not Support a Tender Offer for Kakaku.com Below JPY 3,640 per Share — Oasis Management, 18 August 2026 (Yahoo Finance) — about 19.5% stake; position on ¥3,570 and ¥3,640.
• Kakaku.com to Go Private as EQT Launches ¥3,000-per-Share Tender Offer — BigGo Finance, May 2026 and EQT Raises Kakaku.com Tender Offer Price to ¥3,450 — BigGo Finance, July 2026 — secondary corroboration of the May terms and the 3 August extension.

Fuji Soft contest

• KKR raises offer price for Fuji Soft by 4% as Bain enters bidding race — Reuters via Business Standard, 4 February 2025 — ¥9,850 from ¥9,451; Bain’s ¥9,600 in December; KKR’s 33.97% after the first stage; 3D and Farallon; board’s “deadlock” reasoning.
• KKR Completes Tender Offer for FUJI SOFT — KKR via Investing.com, 20 February 2025 and via MarketScreener — 8 August 2024 announcement; 19.25% minimum; 57.92%; squeeze-out meeting late April 2025; four-month delay.
• KKR extension releases reprinted by Stock Titan: 19 December 2024 and 24 January 2025 — ¥9,451; board resolution of 17 December 2024; extensions to 9 January and 7 February 2025.

Volume

• 決算:MBO7割増、25年過去最多 価格巡り経営陣と株主対立も — 日本経済新聞, 17 February 2026 — 30 MBOs in 2025; 112 delisting-premised TOBs and MBOs; activist price disputes.
• M&Aマーケットの最新動向 — MARR Online (Recof Data) — 142 delistings via M&A or group reorganisation in 2025; H1 2026 figures.
• Information of cross-border M&A market — Recof — 5,115 deals in 2025, +8.8%; value +74.7%.
• Cross-Border M&A in Japan — JETRO Invest Japan Report 2025 — 208 OUT-IN deals in 2024; sponsor-led MBOs including Fuji Soft; data from MARR Pro.