お知らせ • Jun 25
Akatsuki Inc. (TSE:3932) completed the acquisition of 63.16% stake in SUNNY SIDE UP GROUP Inc. (TSE:2180) from a group of shareholders for ¥19.3 billion.
Akatsuki Inc. (TSE:3932) proposed to acquire 71.53% stake in SUNNY SIDE UP GROUP Inc. (TSE:2180) from a group of shareholders on January 22, 2026. On February 6, 2026, the SUNNY SIDE UP GROUP Inc. indicated its intention to consider the proposal. On February 27, 2026, the Tender Offeror submitted a non-binding letter of intent, proposing the structure, post-transaction management. On March 2, 2026, the SUNNY SIDE UP GROUP Inc. communicated its intention to review the proposal with a necessary review structure in place. Following due diligence, the Tender Offeror submitted an initial price proposal on April 1, 2026. A cash consideration valued at ¥1200 per share will be paid by Akatsuki Inc. The price per Share Acquisition Right was stated as under consideration. The Special Committee of the SUNNY SIDE UP GROUP Inc. requested a revised price on April 6, 2026, stating the initial price did not fully reflect the intrinsic value of shares or fairly distribute the expected value creation to general shareholders. On April 9, 2026, the Tender Offeror submitted a second proposal at ¥1260 per share. This was rejected on April 10, 2026, as insufficient. A third proposal of ¥1290 was submitted on April 14, 2026, alongside a response that specific synergy estimates were difficult to reasonably calculate at that time; this was also rejected on April 17, 2026. A fourth proposal was submitted on April 21, 2026, ¥1295 per share and ¥63,400 per Right (calculated as (¥1,295 - ¥661) x 100). This was rejected on April 22, 2026. On April 24, 2026, the Tender Offeror reiterated the ¥1,295 offer as the fifth proposal, considering it maximally considerate of minority shareholders; this was rejected on April 28, 2026. On May 1, 2026, and May 6, 2026, the Tender Offeror explained its position to the Special Committee, including that its proposal exceeded the Target's historical high closing price of ¥1,276. On May 7, 2026, a sixth proposal was submitted at ¥1,320 per share and ¥65,900 per Right. This was rejected on the same day, leading to a final proposal at the same prices, re-submitted on May 7, 2026, as the final proposal. The Target and Special Committee accepted the final proposal on May 12, 2026. Concurrently, the Tender Offeror negotiated the terms of the Tender Offer Agreement with the Target. The agreement was executed on May 13, 2026. The Application Agreements were entered into on May 13, 2026, after approaching the Committing Shareholders on May 3 and May 4, 2026, respectively. The Subject Shareholders were approached for the Application/Non-Application Agreement and Basic Agreement on April 25, 2026, and agreements were entered into on May 13, 2026. No price negotiations took place with the Committing Shareholders. The Tender Offeror decided on a final Tender Offer Price of ¥1,320 on May 13, 2026. The share Acquisition Rights price was decided as the difference between the Tender Offer Price (¥1,320) and the exercise price per target share (¥661), multiplied by 100. Thus, the price per Right is ¥65,900. No third-party valuation was obtained for the Rights. No purchase will be made if the total tendered is below the minimum tender of 5,551,400 shares. Akatsuki plans to borrow up to ¥15.442 billion from Mizuho Bank to fund the transaction. Upon completion, as part of the Transactions, Akatsuki Inc. intends to change its corporate name to SUNNYS HOLDINGS Inc.
The transaction is subject to approval of merger agreement by target board and minimum tender. The Board of Directors of SUNNY SIDE UP GROUP Inc. formed a special committee for the transaction. The deal has been approved by the board. The Tender Offer Period will commence on May 14, 2026 and expected completion of the transaction is June 30, 2026.
Houlihan Lokey Corporation acted as financial advisor for Akatsuki Inc. So & Sato Law Office acted as legal advisor for Akatsuki Inc. So & Sato Law Office acted as due diligence provider for Akatsuki Inc. Houlihan Lokey Corporation acted as due diligence provider and Tokai Tokyo Securities Co., Ltd. as Tender Offer Agent for Akatsuki Inc. Monex, Inc. has been appointed by the tender offer agent to sub-entrust a part of its operations. Nagashima Ohno & Tsunematsu acted as legal advisor and EY Strategy & Consulting Co., Ltd. acted as financial advisor for SUNNY SIDE UP GROUP Inc.
Akatsuki Inc. (TSE:3932) completed the acquisition of 63.16% stake in SUNNY SIDE UP GROUP Inc. (TSE:2180) from a group of shareholders for ¥19.3 billion on June 24, 2026. As part of consideration ¥1,320 per common share and ¥65,900 yen one unit of Share Acquisition Right was paid.