Bain Capital Specialty Finance Inc and Japan's LY Corp on Wednesday submitted a fresh binding proposal to acquire Kakaku.com Inc valued at 670 billion yen ($4.1 billion), a move that eclipses the competing tender from EQT and intensifies the fight to take the online services group private.
The deal, disclosed late Wednesday after weeks of due diligence, revises the consortium's earlier non-binding approach. Under the updated terms, Bain and LY are proposing a cash payment of 3,384 yen per Kakaku share. The consortium said the offer could be increased to 3,500 yen per share conditional on securing the backing of KDDI, one of Kakaku's major shareholders.
Market participants pushed Kakaku's shares higher on Thursday, with prices trading around ¥3,520 as investors appeared to price in the possibility of an even loftier bid. That market reaction left the consortium's proposal below prevailing market value, underscoring investor expectations of further upward pressure on offer levels.
EQT's rival tender, which is priced at 3,000 yen per share, was nearing its scheduled close on Thursday. Kakaku's board had previously recommended that shareholders accept EQT's offer, but the new, higher proposal from Bain and LY is likely to prompt the company and its advisers to rethink that recommendation.
LY described Kakaku's online businesses as strategically important, particularly given shifts in internet search and consumer platforms related to artificial intelligence. Kakaku runs a flagship price-comparison website and supplements that with the restaurant review platform Tabelog and the job-search service Kyujin Box.
The consortium reported that Oasis Management, based in Hong Kong, has agreed to tender its stake in Kakaku. At the same time, discussions with the company's largest shareholder, Digital Garage, have not yet occurred. The consortium said a formal tender offer will proceed only if Kakaku's board endorses the bid and required regulatory approvals are obtained.
The competing offers illustrate the heightened interest from private equity in Japanese companies and the broader wave of take-private activity in the market. Investors have pushed Kakaku's shares above both current bid prices in recent trading sessions, reflecting expectations that the takeover contest may escalate further.
The outcome now hinges on shareholder alignments, board decisions and regulatory clearances. With Oasis Management committed to tendering, other shareholders' stances - including KDDI and Digital Garage - remain pivotal to whether the proposed transaction advances to a formal, binding tender.