Source disclosure: February 05, 2026
METAWATER Co., Ltd. [9551.T]
TOKYO — METAWATER Co., Ltd. announced today that its board of directors has approved a tender offer to acquire all outstanding shares of KIDOKIKO Co., Ltd. (stock code: 6403), listed on the Tokyo Stock Exchange Standard Market, excluding self-held shares and non-tendered agreement shares. The move is part of an overall transaction aimed at delisting KIDOKIKO's shares by making METAWATER and Toray Industries Inc. the sole shareholders.
METAWATER made this decision during a board meeting held on February 5, 2026. As of now, METAWATER does not own any shares of KIDOKIKO. According to the announcement, the tender offer will commence on February 6, 2026, and continue until March 24, 2026. This tender offer aims to achieve a minimum purchase volume of 669,400 shares, representing 15.60% of KIDOKIKO’s total issued shares after deducting the number of treasury stocks and non-tendered agreement shares. If the total number of tendered shares falls short of this threshold, METAWATER will not proceed with the acquisition.
The company also noted that it plans to request a squeeze-out merger if the tender offer fails to meet the required shareholding ratio. Specifically, METAWATER intends to ensure that both METAWATER and Toray hold more than two-thirds of KIDOKIKO's voting rights post-acquisition to facilitate the necessary special resolution under Article 309 of Japan's Companies Act. Toray currently holds 2,191,000 shares, or 51.06%, of KIDOKIKO's stock, while other minority shareholders collectively own 2,099,678 shares, or 48.94%.
In addition to the tender offer, METAWATER has entered into several agreements with Toray. These include a non-tender agreement where Toray agrees not to tender its shares in the tender offer, as well as shareholder agreements and capital business tie-up contracts designed to support the integration process. METAWATER believes that maintaining Toray's involvement as a parent company can bring synergies through continued technological support, enhanced social recognition, and growth investment opportunities for KIDOKIKO even after the de-listing process.
Following the completion of the tender offer and subsequent squeeze-out procedures, METAWATER anticipates holding approximately 49.00% of KIDOKIKO's voting rights, with Toray retaining around 51.00%. However, the exact distribution may vary based on the outcome of the tender offer and final adjustments to be determined later.
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