Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
2250
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offer (as part of an MBO)Counterparty株式会社 Amsterdam1, 株式会社 Amsterdam2
Disclosing companyJapan Property Management Center Co.,Ltd.
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.
Target company
The Company primarily operates a property management business and related operations. It operates a nationwide property management business centered on its master lease business, under which it leases entire rental housing properties, including condominiums and apartments, from rental housing owners and subleases them to individual residents. The Company also operates businesses providing rent delinquency guarantees, insurance, broadband services, and contracting for renewal, remodeling and renovation work, as well as businesses selling building materials and brokering the sale and purchase of income-producing real estate.
Consideration and expenses
Acquisition price¥2,250 per share
Type of ConsiderationCash
Tender offer price¥2,250 per share of the Company's common stock
Minimum number of shares to be purchased6,707,800 shares (67,078 voting rights). A minimum tender condition has been set.
Tender offer periodFrom 4 August 2026 to 15 September 2026 (30 business days)
Funding arrangementsThe offerors plan to receive equity contributions of up to ¥15,270 million from their parent companies and loans of up to ¥17,000 million from Mizuho Bank, Ltd. Funding will also be provided through a private placement of a class of shares, with the offerors serving as subscribers, for the subsequent repurchase of the Company's own shares.
Impact on Business Performance
While the Company aims to increase corporate value over the medium to long term with support from Sunrise Capital, M&A, system investments and the development of new business processes could adversely affect its financial condition and earnings in the short term. The impact of synergies on earnings is difficult to estimate specifically at this time.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company multiples method, comparable company analysis method, and discounted cash flow method (DCF method)
Independent valuation institutionＥＹストラテジー・アンド・コンサルティング株式会社, 株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee comprises 5 independent outside directors, including 3 directors who are Audit and Supervisory Committee members. Its members are Kawakubo Koji (川久保公司), Hosoda Takashi (細田隆), Onishi Nobuyuki (大西伸幸), Sakurai Yuko (桜井祐子) and Sadahiro Aki (貞廣亜紀).
Conditions Precedent to ExecutionThe tender offer is conditional on tenders being received for at least 6,707,800 shares, the minimum number to be purchased. The share consolidation following the tender offer requires a special resolution at a shareholders' meeting under the Companies Act. The tender offer is expected to be funded through equity contributions from the offerors' parent companies and loans from Mizuho Bank, Ltd.
Management structure after acquisitionThe current management structure will in principle be maintained, while Sunrise Capital is considering dispatching several officers. Muto Hideaki (武藤英明) is expected to remain involved in management as a representative director after the transaction. The policy is for employees to continue under employment conditions generally equivalent to those currently in place. The Company expects to introduce performance-linked compensation and incentive plans for officers and employees, but details have not been determined. The status of any change to the corporate name is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer (as part of an MBO) |
| Counterparty name | 株式会社 Amsterdam1, 株式会社 Amsterdam2 |
| Name of the Subject Company | Japan Property Management Center Co.,Ltd. |
| Business Description of the Subject Company | The Company primarily operates a property management business and related operations. It operates a nationwide property management business centered on its master lease business, under which it leases entire rental housing properties, including condominiums and apartments, from rental housing owners and subleases them to individual residents. The Company also operates businesses providing rent delinquency guarantees, insurance, broadband services, and contracting for renewal, remodeling and renovation work, as well as businesses selling building materials and brokering the sale and purchase of income-producing real estate. |
| Acquisition price | ¥2,250 per share |
| Type of Consideration | Cash |
| Tender offer price | ¥2,250 per share of the Company's common stock |
| Minimum number of shares to be purchased | 6,707,800 shares (67,078 voting rights). A minimum tender condition has been set. |
| Tender offer period | From 4 August 2026 to 15 September 2026 (30 business days) |
| Number of shares acquired | The minimum number of shares to be purchased is 6,707,800 shares, representing 67,078 voting rights. If tenders equal to or exceeding the minimum are received, the offerors plan to purchase all tendered shares and other securities. |
| Voting rights ownership percentage | Before 0% (as of today, the tender offerors do not own any of the company's shares) → after 66.62% (if the minimum number of shares to be purchased is acquired) |
| Funding arrangements | The offerors plan to receive equity contributions of up to ¥15,270 million from their parent companies and loans of up to ¥17,000 million from Mizuho Bank, Ltd. Funding will also be provided through a private placement of a class of shares, with the offerors serving as subscribers, for the subsequent repurchase of the Company's own shares. |
| Impact on Business Performance | While the Company aims to increase corporate value over the medium to long term with support from Sunrise Capital, M&A, system investments and the development of new business processes could adversely affect its financial condition and earnings in the short term. The impact of synergies on earnings is difficult to estimate specifically at this time. |
| Date of board resolution | 3 August 2026 |
| Contract Date | 3 August 2026 (the non-tender agreement and the tender agreement). The Company resolved to enter into the tender offer agreement on the same date. |
| Execution Date / Effective Date | The tender offer will commence on 4 August 2026 and end on 15 September 2026. The share consolidation is scheduled for mid-December 2026, the repurchase of the Company's own shares for late December 2026, and the reinvestment for early February 2027. The commencement date of settlement for the tender offer is Not disclosed. |
| Valuation methodology | Market price method, comparable company multiples method, comparable company analysis method, and discounted cash flow method (DCF method) |
| Independent valuation institution | ＥＹストラテジー・アンド・コンサルティング株式会社, 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee comprises 5 independent outside directors, including 3 directors who are Audit and Supervisory Committee members. Its members are Kawakubo Koji (川久保公司), Hosoda Takashi (細田隆), Onishi Nobuyuki (大西伸幸), Sakurai Yuko (桜井祐子) and Sadahiro Aki (貞廣亜紀). |
| Conditions Precedent to Execution | The tender offer is conditional on tenders being received for at least 6,707,800 shares, the minimum number to be purchased. The share consolidation following the tender offer requires a special resolution at a shareholders' meeting under the Companies Act. The tender offer is expected to be funded through equity contributions from the offerors' parent companies and loans from Mizuho Bank, Ltd. |
| Management structure after acquisition | The current management structure will in principle be maintained, while Sunrise Capital is considering dispatching several officers. Muto Hideaki (武藤英明) is expected to remain involved in management as a representative director after the transaction. The policy is for employees to continue under employment conditions generally equivalent to those currently in place. The Company expects to introduce performance-linked compensation and incentive plans for officers and employees, but details have not been determined. The status of any change to the corporate name is Not disclosed. |
Items this document does not state (11)
Location 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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)
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.The Company aims to expand the number of units under management, enhance added value, improve operating efficiency and increase corporate value over the medium to long term by utilizing Sunrise Capital's external personnel, management expertise and funding for digital transformation, M&A, recruitment and retention of personnel, and other initiatives. The Company believes that taking the Company private is effective because continuing to invest while maintaining its listing could cause short-term deterioration in performance and investment burdens to result in a decline in the share price. At the same time, it indicates that M&A, system investments and other measures could place a short-term burden on earnings and finances.
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.