EQT today announced that BPEA Private Equity Fund IX (“BPEA Fund IX” or “EQT”) will launch a tender offer (the “Tender Offer”) to acquire Japanese classified and marketplace platform Kakaku.com, Inc. (“Kakaku.com” or the “Company”; ticker symbol: TSE 2371) at an offer price of JPY 3,000 per share.
Kakaku.com operates a portfolio of digital platforms in Japan, including Kakaku.com, a price comparison platform; Tabelog, a restaurant review and online reservation platform; and Kyujin Box, a job search platform. The Company has established positions across these services with strong consumer engagement and long-standing relationships with users and business partners.
The Company’s board of directors and Special Committee unanimously expressed support for the Tender Offer and recommended that shareholders tender their shares. In addition, major shareholders Digital Garage and KDDI, who together hold 38.1% of the shares, have entered into agreements with EQT and will dispose of their shares through a share buyback by Kakaku.com after the Tender Offer. Digital Garage, as a consortium partner of EQT, is expected to re‑invest and hold an approximately 20% equity stake in the tender offeror group. Following the successful completion of the transaction, EQT intends to work closely with management to strengthen the Company’s platforms, enhance its technology capabilities, and drive long-term value creation.
Tetsuro Onitsuka, Partner in the EQT Private Capital Asia team, said: “Kakaku.com has built a portfolio of trusted services that are deeply embedded in everyday life in Japan. As a global investor bringing together European industrial heritage with deep local presence and active ownership, we look forward to partnering with management to support the Company’s continued ability to adapt and grow in an increasingly AI-driven environment. This transaction reflects EQT’s long-term commitment to Japan and builds on our growing footprint in the market, where we continue to see opportunities to support companies through periods of structural change and long-term development.”
This transaction underscores EQT’s ongoing commitment to Japan following recent take-private transactions and strategic activity in the market. EQT’s recent activity in Japan includes the privatizations of Fujitec, CareNet and Mamezo, and the completion of exits of TRYT and Pioneer to high-caliber sponsor and strategic buyers last year.
With this transaction, BPEA Fund IX is expected to be 10-15 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) and subject to customary regulatory approvals.
The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of BPEA Fund IX will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document obtainable from the issuer or its agents and would contain detailed information about the issuer and its management, as well as financial statements. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration.
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 the sale of shares. If shareholders wish to sell their shares, they should first carefully read the Tender Offer Explanation Statement concerning the Tender Offer and make their decision at their own discretion. This press release does not constitute, or form a part of, an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to purchase securities, and neither this press release (in whole or in part) nor its distribution will form the basis of, or be relied on in connection with, an agreement related to the Tender Offer.
US Regulations
The Tender Offer will be conducted in accordance with the procedures and information disclosure standards provided in Japanese law, and those procedures and standards are not necessarily the same as the procedures and information disclosure standards applicable 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 “Securities Exchange Act”) and the rules promulgated thereunder do not apply to the Tender Offer, and the Tender Offer does not conform to the procedures or standards therein. All financial information included or mentioned in this press release and the documents referenced herein is not based on U.S. accounting standards, and such accounting standards may not be equivalent to or comparable with financial information prepared in accordance with U.S. accounting standards. Because the tender offeror is a corporation established outside the United States and all or some of its directors and officers are not residents of the United States, it may be difficult to exercise rights or make claims against them that can be asserted based on U.S. securities-related laws. In addition, it may not be possible to initiate legal proceedings against a non-U.S. corporation and its officers in a non-U.S. court on the grounds of violation of U.S. securities laws. Furthermore, there is no guarantee that a non-U.S. corporation and its affiliates will be subject to the jurisdiction of a U.S. court.
The respective financial advisors of the tender offeror, the Company, Digital Garage, Inc. and KDDI Corporation, the tender offer agent, and their respective affiliates may, in the ordinary course of their business, to the extent permitted by the financial instruments exchange-related laws and regulations of Japan and other applicable laws and regulations, and in accordance with the requirements of Rule 14e-5(b) under the Securities Exchange Act, purchase, or engage in activities directed at purchasing, shares of the Company for their own account or for the account of their clients, either prior to commencement of the Tender Offer or during the Tender Offer Period, outside the Tender Offer. If information concerning any such purchase is disclosed in Japan, disclosure will be made in English on the website of the person making such purchase (or in another manner).
Unless otherwise specified, all procedures relating to the Tender Offer will be conducted in the Japanese language. While some or all documents related to the Tender Offer may be prepared in English, the Japanese-language documents will prevail in the event of any discrepancies between the English and Japanese documents.
This press release contains “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Known or unknown risks, uncertainties, or other such factors could lead to outcomes that may differ markedly from the projections and other information explicitly or implicitly indicated in such forward-looking statements. Neither the tender offeror nor its affiliates guarantees that the projections and other information explicitly or implicitly indicated in such forward-looking statements will materialize. The forward-looking statements in this press release were prepared based on information in the possession of the tender offeror as of the date of this press release, and unless required by laws or regulations or the rules of a financial instruments exchange, neither the tender offeror, the Company, nor any of their respective affiliates will be obligated to change or revise such statements to reflect any future events or circumstances.
Other National Regulations
The release, issue or distribution of this press release may be subject to legal restrictions in certain countries or regions. In such cases, please be aware of and comply with any such restrictions. The release, issue or distribution of this press release does not constitute a solicitation of an offer to purchase or sell share certificates in connection with the Tender Offer and is to be deemed solely as the distribution of materials for informational purposes.
Contact:
EQT Press Office, press@eqtpartners.com
