LY Corporation and Bain Capital announced they have submitted a legally binding proposal to Kakaku.com to acquire all of the company’s common shares and take Kakaku.com private through a cash tender offer.
The proposal was submitted on July 1, 2026, after approval from Bain Capital’s investment committee and a resolution by LY Corporation’s board of directors. The bid follows earlier non-legally binding proposals submitted to Kakaku.com on May 7 and May 13, 2026.
Under the proposal, a Cayman Islands limited partnership held and operated by Bain Capital would serve as the offeror. The entity would acquire all common shares of Kakaku.com, excluding treasury shares held by Kakaku.com, through a cash tender offer, followed by squeeze-out procedures.
The proposed tender offer price is JPY 3,384 per common share, valuing the proposal at about $4.1 billion. And if Bain Capital and LY Corporation are able to execute a non-tender agreement with KDDI, the proposed tender offer price would rise to JPY 3,500 per share.
The offer represents a 12.80% premium to the price in the competing Kamgras 1 tender offer, or a 16.67% premium if the KDDI non-tender agreement is executed. Bain Capital and LY Corporation said they believe their proposal qualifies as a competing tender offer proposal under the terms described in the Kamgras 1 tender offer documents.
Bain Capital and LY Corporation also entered into a tender agreement with Oasis Management and related funds, which collectively hold 38.2 million Kakaku.com shares, representing a 19.14% ownership ratio. Under the agreement, Oasis would tender its shares if the tender offer is launched under the agreed conditions.
KDDI is Kakaku.com’s second-largest shareholder, holding 35.016 million shares, or a 17.55% ownership ratio. Bain Capital and LY Corporation said they plan to submit a proposal to KDDI with the same contents as the Kakaku.com proposal and encourage discussions toward a non-tender agreement. If that agreement is reached, KDDI would not tender its shares, would support the subsequent squeeze-out process, and would later accept a share buyback.
The proposed transaction remains subject to several conditions, including Kakaku.com’s board expressing support for the tender offer and recommending that shareholders tender their shares, a recommendation from Kakaku.com’s special committee, completion or expected completion of required regulatory clearances, and final transaction approvals from Bain Capital and LY Corporation.
Bain Capital and LY Corporation said Kakaku.com could make a decision on whether to support the proposal around mid-to-late July 2026 if Kamgras 1 does not revise its tender offer price to match or exceed the proposed tender offer price. The tender offer is currently expected to begin around September 2026, assuming cooperation from Kakaku.com and completion of required clearances.
After the transaction, Bain Capital and LY Corporation plan to work toward the further growth of Kakaku.com’s business. Bain Capital is expected to determine Kakaku.com’s management policy after discussions with Kakaku.com while taking LY Corporation’s views into account. The basic policy is to maintain Kakaku.com’s current management structure for the time being.
After completion of the squeeze-out procedures, Bain Capital and LY Corporation are expected to become shareholders of Kakaku.com’s grandparent company, with an economic interest ratio of 50.1% for Bain Capital and 49.9% for LY Corporation.
