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M&A and Subsidiary Changes2531TAKARA HOLDINGS INC.Food

Notice Regarding the Results of the Tender Offer for Shares of TAKARA BIO INC. (Securities Code: 4974)

The tender offer has ended, and the acquisition of 31,733,101 shares has been confirmed. Takara Holdings' voting rights ownership ratio has increased from 60.91% to 87.27%, and the company plans to make the target company a wholly owned subsidiary and delist its shares.

Worth reading
67In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
31733101
Shares
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
Counterparty (target company)TAKARA BIO INC.
Disclosing companyTAKARA HOLDINGS INC.
Voting rights ownership percentageNumber of shares acquired 31,733,101 shares; number of voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,150 per common share
Minimum number of shares to be purchased6,927,000 shares
Tender offer periodFrom 16 February 2026 (Monday) to 6 April 2026 (Monday) (34 business days)
Procedures and assumptions
Conditions Precedent to ExecutionThe total number of share certificates and other securities tendered must be at least equal to the minimum number of shares to be purchased
Management structure after acquisitionSqueeze-out procedures are scheduled to be carried out to make the tender offeror the sole shareholder of the target company. If the procedures are completed, the target company's shares are expected to be delisted.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameTAKARA BIO INC.
Name of the Subject CompanyTAKARA BIO INC.
Type of ConsiderationCash
Tender offer price¥1,150 per common share
Minimum number of shares to be purchased6,927,000 shares
Tender offer periodFrom 16 February 2026 (Monday) to 6 April 2026 (Monday) (34 business days)
Number of shares acquired31,733,101 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 60.91% → after 87.27%
Date of board resolution13 February 2026
Execution Date / Effective Date13 April 2026 (Monday) (settlement start date)
Conditions Precedent to ExecutionThe total number of share certificates and other securities tendered must be at least equal to the minimum number of shares to be purchased
Management structure after acquisitionSqueeze-out procedures are scheduled to be carried out to make the tender offeror the sole shareholder of the target company. If the procedures are completed, the target company's shares are expected to be delisted.
Items this document does not state (19)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

A series of procedures to make the tender offeror the sole shareholder of the target company (squeeze-out procedures) is scheduled to be carried out.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Results of the Tender Offer for Shares of TAKARA BIO INC. (Securities Code: 4974) | TAKARA HOLDINGS INC. (2531) timely disclosure | Komori