Source disclosure: February 06, 2026
KAINOS Laboratories,Inc. [4556.T]
TOKYO — KAINOS Laboratories, Inc., represented by Chairman and CEO Etsujiro Nakatsu, announced on February 6 that its board has endorsed a tender offer from Flowers Corporation to acquire all outstanding shares of the company's common stock. The board also recommended shareholders participate in the tender offer.
The decision was made during a board meeting held on February 6, following which the company disclosed the recommendation to its shareholders. This resolution is based on the assumption that Flowers Corporation intends to make KAINOS Laboratories a wholly-owned subsidiary through this public offering process, leading to the delisting of KAINOS' shares.
Flowers Corporation, established on January 23, 2026, aims to own and manage KAINOS Laboratories' business activities. As of now, Denka Corporation holds 100% of Flowers Corporation’s issued shares, with Inada Taro, an executive director of Denka, serving as the representative director of Flowers Corporation. It is anticipated that Denka will provide capital for the transaction through equity contributions, while Japan Policy Investment Bank (DBJ) will contribute via preferred non-voting shares. These arrangements are expected to secure the necessary funds for the acquisition.
In addition, Flowers Corporation has entered into agreements with major shareholders including Asahi Kasei Pharma Corporation, which owns 21.13% of KAINOS’ shares and agreed not to tender them. Furthermore, Flowers Corporation has secured commitments from other significant shareholders such as UH Partners 2, UH Partners 3, and others collectively holding 28.30% of the shares to tender their holdings. Details of these agreements can be found under "Important Agreements Related to the Public Offering" section.
KAINOS Laboratories recommends its shareholders tender their shares at the price of ¥2,285 per share, as part of the tender offer initiated by Flowers Corporation. This move reflects the board's confidence in the fairness and benefits associated with the proposed transaction. The board's endorsement and recommendation were reached after careful consideration of various factors, ensuring transparency and alignment with regulatory standards.
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