Source disclosure: February 06, 2026
Denka Company Limited [4556.T]
TOKYO — Denka Company Limited and its wholly-owned subsidiary, Flowers Corporation, have announced their decision to launch an open tender offer to acquire all outstanding common shares of Kainos Corporation (Tokyo Stock Exchange: 4556). The tender offer is set to commence on February 6, 2026.
The tender offer aims to secure full control over Kainos Corporation by acquiring all of its ordinary shares, excluding certain exceptions such as those held under the non-tender agreement and self-held shares. As part of this transaction, Denka and Flowers Corporation have already entered into agreements with major shareholders including Asahi Kasei Pharma Corporation, which owns 21.13% of Kainos' shares, and several other significant stakeholders who collectively hold 28.30% of the company's stock. These agreements ensure that these key shareholders will either not participate in the tender offer or commit to selling their shares through it.
Flowers Corporation was established on January 23, 2026, specifically for the purpose of executing this tender offer. It is fully owned by Denka, with Mr. Tarou Inada serving as its representative director. Additionally, the tender offer has been structured to include financing arrangements from Denka and Japan Policy Investment Bank (DBJ), ensuring adequate funding for the acquisition. According to the plan, Denka will contribute capital via the issuance of common stocks, while DBJ will provide funds through the purchase of A-type preferred shares without voting rights. This arrangement includes investment contracts and shareholder agreements aimed at managing the operations of Kainos and handling the issued shares post-acquisition.
Denka’s board supports the tender offer and recommends that shareholders tender their shares. Detailed terms regarding the tender process and subsequent management plans will be finalized following further negotiations between Denka and DBJ. The tender offer is expected to significantly reshape the ownership structure of Kainos Corporation, aligning closely with Denka's strategic objectives.
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