Kalon Holdings amends Mandom tender offer, clarifies withdrawal terms

Kalon Holdings Co., Ltd. has filed an amendment to its tender offer for Mandom Corporation, a company listed on the Prime Market of the Tokyo Stock Exchange. The amendment, filed on October 10, 2025, with the Kanto Local Finance Bureau, updates the "Public Notice of Commencement of Tender Offer" originally dated September 26, 2025. This follows Kalon Holdings receiving a "Notice of No Cease and Desist Order" and a "Notice of Shortening the Non-Acquisition Period" from the Japan Fair Trade Commission on October 8, 2025, allowing the acquisition of shares to proceed earlier.

The primary change clarifies the conditions under which the tender offer may be withdrawn. It specifies that withdrawal can occur due to events outlined in Article 14 of the Enforcement Order, including a new provision regarding a Prior Notice of Cease and Desist Order from the Fair Trade Commission, the Period for Measures not ending, or an application for an emergency injunction against Mandom for alleged violation of Article 10, Paragraph 1 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade.

The conditions for withdrawal also detail events such as Mandom deciding to pay dividends of surplus or acquire its own shares, where the value is expected to be less than 10% of the book value of net assets (JPY 5,403 million) as stated in its 108th Annual Securities Report on June 23, 2025. This amendment provides further clarity on the terms and potential risks associated with the tender offer.