This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社Amsterdam1, 株式会社Amsterdam2 |
| Name of the Subject Company | Japan Property Management Center Co.,Ltd. |
| Type of Consideration | Cash (¥2,270 per common share) |
| Tender offer price | ¥2,270 per common share (¥2,250 before the change) |
| Minimum number of shares to be purchased | 5,049,300 shares (30.23% ownership interest) |
| Tender offer period | 4 August 2026 to 5 October 2026 (41 business days) |
| Number of shares acquired | Number of shares sought: 10,644,725 shares. The actual number of shares acquired and the number of voting rights are Not disclosed |
| Voting rights ownership percentage | Before 73.65% (number of shares sought), 40.16% (minimum number of shares sought) → after 63.72% (number of shares sought), 30.23% (minimum number of shares sought) |
| Funding arrangements | Funding is expected to be provided through a private placement of classes of shares, with the offerors serving as the subscribers, to fund the share buyback. |
| Date of board resolution | 14 September 2026 (the date on which the offerors decided to change the tender offer terms; not expressly stated to be a board resolution) |
| Contract Date | 3 August 2026 (existing agreements not to tender shares and agreements to tender shares); 14 September 2026 (the new agreement not to tender shares with the Hikari Tsushin Group) |
| Execution Date / Effective Date | 13 October 2026 (settlement commencement date). The share consolidation, share buyback, funding, reduction of capital and other measures are planned. |
| Conditions Precedent to Execution | Completion of the tender offer, approval of the proposals regarding the share consolidation and other matters at the target company's extraordinary shareholders' meeting, the share consolidation taking effect, the new funding, and reductions in stated capital and capital reserves, among other conditions. |
| Management structure after acquisition | Muto (武藤氏) is expected to reinvest in the offerors' parent companies and hold 5% of the voting rights in each. The treatment of the target company's corporate name, representative and employees is Not disclosed |
Items this document does not state (17)
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.To increase the tender offer price and allocate more of the proceeds to minority shareholders by having the Hikari Tsushin Group distribute part of its shareholdings in kind to HTIO, with HTIO participating in the target company's share buyback. The purpose is also to improve the feasibility of taking the company private through a share consolidation.