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M&A and Subsidiary Changes3276Japan Property Management Center Co.,Ltd.Real Estate

Notice Regarding the Commencement of a Tender Offer for Common Shares of Japan Property Management Center Co.,Ltd. (Securities Code: 3276) by 株式会社Amsterdam1 and 株式会社Amsterdam2

Amsterdam1 and Amsterdam2 will conduct a tender offer for common shares of Japan Property Management Center Co.,Ltd. at ¥2,250 per share. Following completion of the tender offer, they plan to take Japan Property Management Center Co.,Ltd. private through measures including a share consolidation.

Worth reading
62In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
2250
¥ per share (tender offer price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
Counterparty株式会社ムトウエンタープライズ2 (non-tender agreement shareholder), Muto Hideaki (武藤英明) (tender agreement), 株式会社ムトウエンタープライズ3 (tender agreement)
Disclosing companyJapan Property Management Center Co.,Ltd.
Japan Property Management Center Co.,Ltd.Subject of this transactionNumber of shares acquired Planned purchase of 12,303,225 shares. The actual number of shares acquired had not been determined as of the date of this disclosure. Number of voting rights: Not disclosedVoting rights ownership percentage Before Approximately 0% (as of today, the offerors do not own any shares of the target company) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,250 per common share
Minimum number of shares to be purchased6,707,800 shares
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 respective parent companies and obtain financing of up to ¥17,000 million from Mizuho Bank. Funding for the acquisition of treasury shares is planned to be provided through a private placement of class shares underwritten by the offerors.
Procedures and assumptions
Conditions Precedent to ExecutionThe number of tendered share certificates and other instruments must be at least the minimum planned purchase quantity of 6,707,800 shares. If a subsidiary of the target company is made a subsidiary of an offeror, approvals and licenses under the Insurance Business Act may be required. The parties also plan to execute the financing agreements and take other related steps.
Management structure after acquisitionFollowing completion of the transaction, Muto Hideaki (武藤英明) is expected to continue managing the target company as its representative director. Muto Hideaki (武藤英明) is expected to reinvest in the parent companies of the offerors and hold 5% of the voting rights in each of them. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name株式会社ムトウエンタープライズ2 (non-tender agreement shareholder), Muto Hideaki (武藤英明) (tender agreement), 株式会社ムトウエンタープライズ3 (tender agreement)
Name of the Subject CompanyJapan Property Management Center Co.,Ltd.
Type of ConsiderationCash
Tender offer price¥2,250 per common share
Minimum number of shares to be purchased6,707,800 shares
Tender offer periodFrom 4 August 2026 to 15 September 2026 (30 business days)
Number of shares acquiredPlanned purchase of 12,303,225 shares. The actual number of shares acquired had not been determined as of the date of this disclosure. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore Approximately 0% (as of today, the offerors do not own any shares of the target company) (after not disclosed)
Funding arrangementsThe offerors plan to receive equity contributions of up to ¥15,270 million from their respective parent companies and obtain financing of up to ¥17,000 million from Mizuho Bank. Funding for the acquisition of treasury shares is planned to be provided through a private placement of class shares underwritten by the offerors.
Date of board resolution3 August 2026
Contract Date3 August 2026 (non-tender agreement and tender agreement)
Execution Date / Effective Date25 September 2026 (settlement commencement date). The execution and effective dates of the share consolidation and treasury share acquisition had not been disclosed.
Conditions Precedent to ExecutionThe number of tendered share certificates and other instruments must be at least the minimum planned purchase quantity of 6,707,800 shares. If a subsidiary of the target company is made a subsidiary of an offeror, approvals and licenses under the Insurance Business Act may be required. The parties also plan to execute the financing agreements and take other related steps.
Management structure after acquisitionFollowing completion of the transaction, Muto Hideaki (武藤英明) is expected to continue managing the target company as its representative director. Muto Hideaki (武藤英明) is expected to reinvest in the parent companies of the offerors and hold 5% of the voting rights in each of them. Treatment of employees: Not disclosed
Items this document does not state (17)
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 ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation 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.

The purpose is to acquire the target company's shares and take it private. Following completion of the MBO, Muto Hideaki (武藤英明) is expected to continue managing the target company as its representative director and support the growth of its business. The parties also state that they will seek to maximize the tender offer price while taking the interests of all shareholders into consideration.

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Notice Regarding the Commencement of a Tender Offer for Common Shares of Japan Property Management Center Co.,Ltd. (Securities Code: 3276) by 株式会社Amsterdam1 and 株式会社Amsterdam2 | Japan Property Management Center Co.,Ltd. (3276) timely disclosure | Komori