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

(Amendment) Notice Concerning Partial Amendments to the "Notice Concerning the Implementation of an MBO and Recommendation to Tender"

In connection with the MBO tender offer, the tender offer price was increased from ¥2,250 to ¥2,270 per share and the tender offer period was extended to 5 October 2026. The terms were also amended to exclude shares held by the Hikari Tsushin Group from the tender offer and to reduce both the minimum number of shares to be purchased and the planned number of shares to be purchased.

Worth reading
78Important
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
Conditional
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.Subject of this transactionNumber of shares acquired Planned number of shares to be purchased: 10,644,725 shares (63.72% ownership interest); number of voting rights: Not disclosedVoting rights ownership percentage Before 73.65 → after 63.72
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash (¥2,270 per share of the Company's common stock)
Tender offer price¥2,270 per share of the Company's common stock
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 arrangementsThe funds for the acquisition of treasury shares are expected to be provided through a private placement of class shares, with the tender offerors acting as underwriters.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and DCF method
Independent valuation institutionEY, Plutus
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionApplications to tender must be received for at least the minimum number of shares to be purchased in the tender offer. Following completion of the tender offer, a special resolution at an extraordinary general meeting of shareholders and other approvals will be required for the share consolidation.
Management structure after acquisitionMuto (武藤) is expected to continue managing the Company as its representative director after the transaction. Following the reinvestment, Muto (武藤) is expected to hold 5% of the voting rights of each of the parent companies of the tender offerors. The change of corporate name and treatment of employees: 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 share of the Company's common stock)
Tender offer price¥2,270 per share of the Company's common stock
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 acquiredPlanned number of shares to be purchased: 10,644,725 shares (63.72% ownership interest); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 73.65 → after 63.72
Funding arrangementsThe funds for the acquisition of treasury shares are expected to be provided through a private placement of class shares, with the tender offerors acting as underwriters.
Date of board resolution14 September 2026 (resolution approving the amendment to the tender offer terms)
Contract Date14 September 2026 (agreement not to tender shares with the Hikari Tsushin Group)
Execution Date / Effective DateThe tender offer period ends on 5 October 2026. The share consolidation, acquisition of treasury shares and other measures are scheduled for early January 2027, and the reinvestment is scheduled for early February 2027.
Valuation methodologyMarket price method, comparable company analysis and DCF method
Independent valuation institutionEY, Plutus
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Conditions Precedent to ExecutionApplications to tender must be received for at least the minimum number of shares to be purchased in the tender offer. Following completion of the tender offer, a special resolution at an extraordinary general meeting of shareholders and other approvals will be required for the share consolidation.
Management structure after acquisitionMuto (武藤) is expected to continue managing the Company as its representative director after the transaction. Following the reinvestment, Muto (武藤) is expected to hold 5% of the voting rights of each of the parent companies of the tender offerors. The change of corporate name and treatment of employees: Not disclosed
Items this document does not state (14)
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 Performance

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 Hikari Tsushin Group will not tender its shares in the tender offer and has entered into an agreement under which some of those shares will be distributed in kind to HTIO, after which HTIO will participate in the Company's acquisition of treasury shares. The purpose is to increase the tender offer price, thereby allocating more of the consideration to general shareholders, and to enhance the feasibility of the transaction.

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(Amendment) Notice Concerning Partial Amendments to the "Notice Concerning the Implementation of an MBO and Recommendation to Tender" | Japan Property Management Center Co.,Ltd. (3276) timely disclosure | Komori