EQT matches 3,700 yen in Kakaku.com bidding war, extends offer to Nov 26

EQT has raised its tender offer for Kakaku.com (2371.T) to 3,700 yen a share, from 3,683 yen, and extended the offer period to Nov 26 — its 134th business day. The new price matches the 3,700 yen bid that Bain Capital and SoftBank-backed LY Corp have said they will launch, according to a Kakaku filing on Thursday. The offer had been due to expire on Nov 12.

The matching move is deliberate. Bain and LY plan to bid through BCPE Blitz Cayman, L.P., and their price rises to 3,720 yen if they sign an agreement under which KDDI keeps its shares out of the tender. Kakaku itself runs the Kakaku.com price-comparison site, the Tabelog restaurant guide and the Kyujin Box job search service.

How did the bids get here?

EQT launched its tender on May 13 at 3,000 yen, with unanimous board backing. LY and Bain countered the next day at 3,232 yen — a price Reuters said valued Kakaku at $4 billion. At 3,700 yen, the implied valuation is roughly $4.6 billion, a calculation derived from the Reuters figure. The escalator has been busy since:

• May 13–14: EQT at 3,000 yen; Bain and LY at 3,232 yen
• Aug 13: EQT at 3,570 yen
• Oct 26–28: EQT at 3,683 yen; Bain and LY at 3,700 yen, or 3,720 yen with a KDDI non-tender agreement
• Nov 11: EQT at 3,700 yen, level with the rival bid

All figures are yen per share. Seven months in, the spread between the two camps has narrowed from 232 yen to zero.

Why does KDDI decide it?

Digital Garage and KDDI together held 38.1% of Kakaku and had agreed to back EQT's deal, Reuters reported in May. Under EQT's structure, Digital Garage does not tender. Instead, Kakaku will buy back its shares after the squeeze-out, at a price raised on Thursday to 3,008 yen — set so that Digital Garage's after-tax proceeds match the tender price — and Digital Garage will reinvest for roughly 20% of the buyer.

EQT's filing argues that Bain and LY's offer still falls short of a 3,757 yen "KDDI price threshold," and that the rival group has not committed to launching above that level. The arithmetic is blunt: without KDDI's stake, the challenger's higher headline number buys less than it appears to.

EQT has also been in talks with activist shareholder Oasis about tendering, with nothing decided. Funding is arranged — up to 225 billion yen of equity and up to 225 billion yen of loans from banks led by Sumitomo Mitsui Banking Corp. and Mizuho.

What does the board say?

Kakaku's board still supports EQT's offer while leaving the decision to tender to shareholders, the position it has held since July 2. Because the two offers cannot both succeed, the board sent Bain and LY a letter on Nov 11 asking whether they intend to raise their price. It also said that repeated extensions, while the rival bid never actually launches, are not desirable.

That sentence is the board's only visible irritation. Politeness, in a takeover contest, has its limits.

The contest stands as one of the clearest tests yet of contested take-private deals in Japan, where foreign private equity firms have been chasing listed companies. The next signal comes from Bain and LY: match, fold, or clear the 3,757 yen threshold by Nov 26.