The five-month contest for Kakaku.com, the Japanese operator of a price comparison site and the Tabelog restaurant guide, took another turn on Monday when a Bain Capital vehicle backed by LY Corp. raised its planned offer above EQT's live tender, two days before the Swedish firm's offer is due to close.

BCPE Blitz Cayman, a partnership formed by Bain Capital funds in which LY plans to invest indirectly, lifted its proposed price to 3,700 yen a share from 3,597 yen, according to its Oct. 26 disclosure as reported by Tokyo Brief. If it secures an agreement under which KDDI does not tender its shares, the bidder would pay 3,720 yen, the same price it had already planned, according to an Oct. 14 report by BigGo Finance.

EQT's vehicle, Kamgras 1, has an offer on the table at 3,682 yen. It raised the price by just 1 yen on Oct. 14 and pushed the deadline to Oct. 28, its sixth increase since the bid began in May, according to BigGo Finance. bne IntelliNews also reported the 1-yen rise.

A Higher Price That Has Not Launched

The Bain-backed bid is not yet a formal tender offer. The bidder says it will start one only after Kakaku.com's board, acting on a finding from its special committee, supports the offer, according to Tokyo Brief. It says all regulatory clearances it needs are in hand.

Under Kakaku.com's May 12 tender agreement with Kamgras 1, if EQT's vehicle does not match a higher competing price within 10 business days, Kakaku.com may withdraw its support for the EQT offer, Tokyo Brief reported. That is an option for the company, not a step it has taken. The bidder also called Kamgras 1's criticism that its proposal is not sincere “entirely without merit.”

The market is betting the contest is not over. Kakaku.com closed at 3,760 yen on Oct. 23, above both prices, the Bain-backed bidder's filing showed. Its 3,700-yen proposal is a 74% premium to the 2,121-yen close on April 22, the last trading day before press speculation about EQT's bid.

How the Contest Escalated

EQT launched its tender offer on May 13 at 3,000 yen a share with the unanimous backing of Kakaku.com's board, Reuters reported at the time. Digital Garage and KDDI, which together held 38.1%, had agreed to sell to EQT, according to that report. LY and Bain, which had already proposed 3,000 yen, raised their proposal to 3,232 yen, and LY argued that the rise of generative AI made the target's businesses especially valuable to it.

The two camps have traded increases since. By July, EQT's 3,450-yen price valued Kakaku.com at about 682 billion yen ($4.2 billion), Private Equity Wire reported, citing Reuters. Activist fund Oasis Management, which then held 19.52%, agreed at that point to tender to the LY-Bain group, subject to conditions.

That agreement lapsed on Aug. 20 after the Bain side did not match a rival increase within the contractual window, according to Tokyo Brief. Oasis said on Aug. 18 it would not support any offer below 3,640 yen. Both bids now clear that level.

The board's position has also shifted. Kakaku.com's directors have backed the EQT deal since May, but in July they withdrew their recommendation that shareholders tender, leaving the decision to each investor, Tokyo Brief reported in September.

The deal's structure, as described by Tokyo Brief in September, gives large holders different exit routes. Digital Garage, which owns 20.68%, signed a non-tender agreement under which Kakaku.com would buy back its shares after a squeeze-out, with the price set so its after-tax proceeds match a normal tender. Digital Garage has said it expects a gain of about 37 billion yen at the parent level if the deal closes in the year to March 2027.

KDDI, with 17.55%, also signed a non-tender agreement with Kamgras 1. As of September, a rival bid had to be at least 2% above EQT's price to release KDDI's shares, Tokyo Brief reported.

EQT had lined up 450 billion yen of committed funding as of that report, split between a 225 billion-yen equity injection and a 225 billion-yen loan facility from six lenders led by Sumitomo Mitsui Banking Corp. and Mizuho Bank.

What to Watch

The immediate question is whether EQT extends its offer again or raises its price before Wednesday's deadline, and whether Kakaku.com's special committee reopens its assessment. The board would need to endorse the Bain proposal before that bidder can launch.

The case is being watched as a test of how Japanese boards handle competing buyout bids. A government official said in February that companies are not obliged to accept unsolicited offers, even at large premiums, Reuters reported. Kakaku.com's directors have so far stood by the EQT deal, while the share price suggests investors expect more.