Bain Capital and LY Corporation have raised their proposal for Kakaku.com to ¥3,384 a share, valuing the Japanese digital-platform group at approximately ¥670bn ($4.1bn) and widening their lead over a competing offer from EQT. The revised terms turn the contest into a more direct test of price, shareholder alignment and execution certainty.
The proposal is legally binding but is not yet a live tender offer. Bain Capital and LY said the acquisition vehicle would buy Kakaku.com’s shares for cash and complete a squeeze-out, subject to the company’s board supporting the transaction, its special committee recommending it and the required regulatory clearances being completed or considered likely. The tender offer could begin around September if those conditions are met.
At ¥3,384 a share, the proposal is 12.8% above EQT’s ¥3,000 offer and 4.7% higher than the ¥3,232 price put forward by Bain and LY in May. It could rise again to ¥3,500 if the bidders reach a non-tender agreement with KDDI, Kakaku.com’s second-largest shareholder. That higher figure would place the bid 16.7% above EQT’s terms.
The revised price still sat just below Kakaku.com’s ¥3,390 closing price on June 30, showing that investors had already priced in the possibility of a stronger bid. Against the unaffected share price of ¥2,121 on April 22, however, the ¥3,384 proposal represents a 59.55% premium. The gap between the market price and both offers leaves room for shareholders to expect further movement before control is settled.
Kakaku.com has withdrawn its previous recommendation that shareholders accept EQT’s offer and adopted a neutral position while continuing discussions with both sides. EQT, which launched its tender offer in May with the backing of Kakaku.com’s board and special committee, extended its offer period to July 16. Its original structure also included agreements with Digital Garage and KDDI, which together held 38.1% of Kakaku.com.
Bain and LY have secured additional shareholder support. Oasis Management and associated funds, which hold 19.14% of Kakaku.com, have agreed to tender their shares if the offer begins on agreed terms. The consortium intends to approach KDDI with the revised proposal, while Digital Garage has previously described its Kakaku.com holding as a core strategic investment linked to the EQT structure.
The financing package gives the competing proposal a substantial banking footprint. Bain Capital Asia Fund VI has provided an equity commitment, while LY has confirmed available cash. Sumitomo Mitsui Banking Corporation, Mizuho Bank, MUFG Bank, Sumitomo Mitsui Trust Bank, Kiraboshi Bank, Aozora Bank and SBI Shinsei Bank have supplied loan commitment letters. Goldman Sachs Japan is advising LY from a financial perspective, and SBI Securities is expected to act as tender offer agent.
The decision now rests on more than the headline valuation. Kakaku.com’s board must weigh the higher price against the certainty of EQT’s existing process, the conditions attached to the Bain-LY proposal and the future ownership model for services including Kakaku.com, Tabelog and Kyujin Box. The next phase will determine whether the improved bid produces a completed transaction or triggers another round of price escalation.
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