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

Notice Regarding Changes to the Terms of Purchase, etc. for the 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

The tender offer price will be increased from ¥2,250 per share to ¥2,270 per share, while the number of shares sought and the minimum number of shares sought will be reduced. In addition, agreements not to tender shares with the Hikari Tsushin Group and other arrangements will be added, and the tender offer period will be extended through 5 October 2026.

Worth reading
53Recurring
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
20
¥ per share (increase in the tender offer price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This tender offer
Counterparty株式会社Amsterdam1, 株式会社Amsterdam2
Disclosing companyJapan Property Management Center Co.,Ltd.
Japan Property Management Center Co.,Ltd.Voting rights ownership percentageNumber 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

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 (¥2,270 per common share)
Tender offer price¥2,270 per common share (¥2,250 before the change)
Minimum number of shares to be purchased5,049,300 shares (30.23% ownership interest)
Tender offer period4 August 2026 to 5 October 2026 (41 business days)
Funding arrangementsFunding 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.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion 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 acquisitionMuto (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
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name株式会社Amsterdam1, 株式会社Amsterdam2
Name of the Subject CompanyJapan Property Management Center Co.,Ltd.
Type of ConsiderationCash (¥2,270 per common share)
Tender offer price¥2,270 per common share (¥2,250 before the change)
Minimum number of shares to be purchased5,049,300 shares (30.23% ownership interest)
Tender offer period4 August 2026 to 5 October 2026 (41 business days)
Number of shares acquiredNumber 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 percentageBefore 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 arrangementsFunding 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 resolution14 September 2026 (the date on which the offerors decided to change the tender offer terms; not expressly stated to be a board resolution)
Contract Date3 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 Date13 October 2026 (settlement commencement date). The share consolidation, share buyback, funding, reduction of capital and other measures are planned.
Conditions Precedent to ExecutionCompletion 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 acquisitionMuto (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)
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.

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.

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Notice Regarding Changes to the Terms of Purchase, etc. for the 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