Worth reading
73In focus
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
9000
Yen per common shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyＵｒｓａ ４株式会社
Disclosing companyJ.S.B.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
Real estate leasing and management and other businesses. Specifically, its main business consists of proposing and planning apartment buildings for students, and leasing, operating and managing the buildings after completion. The group as a whole is primarily engaged in the student apartment business, including related services such as real estate brokerage and tenant management conducted by its consolidated subsidiaries.
Location Kyoto, Kyoto PrefectureDate of incorporation July 1990
Consideration and expenses
Acquisition price¥9,000 per common share and ¥1,735,000 per stock acquisition right
Type of ConsiderationCash (¥9,000 per common share and ¥1,735,000 per stock acquisition right)
Tender offer price¥9,000 per common share and ¥1,735,000 per stock acquisition right
Minimum number of shares to be purchased14,109,500 shares (corresponding to 141,095 voting rights)
Tender offer periodFrom 15 June 2026 to 27 July 2026 (30 business days)
Funding arrangementsFunding through an equity contribution from the WP holding vehicle, capped at ¥76,320 million, this mezzanine loan, capped at ¥14,000 million, this senior loan, capped at ¥78,000 million, and this acquisition loan, capped at ¥63,000 million
Impact on Business Performance
The disclosure states that advancing the initiatives will require a certain amount of time and upfront investment, and may result in lower short-term profit levels and deterioration in cash flow
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis)
Independent valuation institutionMitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Special CommitteeEstablished. 3 members: Watanabe Toru (渡辺徹), attorney and outside expert; Fukushima Yuki (福島裕記), independent outside director; and Kiyohara Yuhei (清原裕平), independent outside director
Conditions Precedent to ExecutionThis reinvestment is conditional on the successful completion of this tender offer. If 90% or more of the voting rights are acquired after the tender offer, a demand for the sale of shares and other securities will require the requirements and procedures under the Companies Act. If less than 90% is acquired, a consolidation of shares will likewise require the requirements and procedures under the Companies Act. Contributions and borrowings for the acquisition financing are also planned
Management structure after acquisitionWarburg Pincus is expected to appoint several directors, although the specific candidates and timing have not been determined. The current management team is expected to continue to play a leading role. Employee employment is expected to be maintained. Organizational restructuring within the group is also being considered, but the specific details have not been determined. A change of corporate name is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Ｕｒｓａ ４株式会社 |
| Name of the Subject Company | J.S.B.Co.,Ltd. |
| Business Description of the Subject Company | Real estate leasing and management and other businesses. Specifically, its main business consists of proposing and planning apartment buildings for students, and leasing, operating and managing the buildings after completion. The group as a whole is primarily engaged in the student apartment business, including related services such as real estate brokerage and tenant management conducted by its consolidated subsidiaries. |
| Location of the Subject Company | Kyoto, Kyoto Prefecture |
| Date of Establishment of the Subject Company | July 1990 |
| Acquisition price | ¥9,000 per common share and ¥1,735,000 per stock acquisition right |
| Type of Consideration | Cash (¥9,000 per common share and ¥1,735,000 per stock acquisition right) |
| Tender offer price | ¥9,000 per common share and ¥1,735,000 per stock acquisition right |
| Minimum number of shares to be purchased | 14,109,500 shares (corresponding to 141,095 voting rights) |
| Tender offer period | From 15 June 2026 to 27 July 2026 (30 business days) |
| Number of shares acquired | All of the company's shares, excluding treasury shares (21,244,676 shares and 212,446 voting rights after taking potential shares into account), and 388 stock acquisition rights are intended to be acquired |
| Voting rights ownership percentage | Before 0% → after At least 66.41% (based on the minimum number of shares to be purchased). Ultimately, the aim is to make the company a wholly owned subsidiary and achieve 100% ownership |
| Funding arrangements | Funding through an equity contribution from the WP holding vehicle, capped at ¥76,320 million, this mezzanine loan, capped at ¥14,000 million, this senior loan, capped at ¥78,000 million, and this acquisition loan, capped at ¥63,000 million |
| Impact on Business Performance | The disclosure states that advancing the initiatives will require a certain amount of time and upfront investment, and may result in lower short-term profit levels and deterioration in cash flow |
| Date of board resolution | 12 June 2026 |
| Contract Date | 12 June 2026 (tender offer agreement) |
| Execution Date / Effective Date | Following implementation of this tender offer, early August 2026 is scheduled for the transaction, late August to early September 2026 for this reinvestment, and early September or late October 2026 for this squeeze-out procedure. The specific settlement commencement date is Not disclosed |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. |
| Special Committee | Established. 3 members: Watanabe Toru (渡辺徹), attorney and outside expert; Fukushima Yuki (福島裕記), independent outside director; and Kiyohara Yuhei (清原裕平), independent outside director |
| Conditions Precedent to Execution | This reinvestment is conditional on the successful completion of this tender offer. If 90% or more of the voting rights are acquired after the tender offer, a demand for the sale of shares and other securities will require the requirements and procedures under the Companies Act. If less than 90% is acquired, a consolidation of shares will likewise require the requirements and procedures under the Companies Act. Contributions and borrowings for the acquisition financing are also planned |
| Management structure after acquisition | Warburg Pincus is expected to appoint several directors, although the specific candidates and timing have not been determined. The current management team is expected to continue to play a leading role. Employee employment is expected to be maintained. Organizational restructuring within the group is also being considered, but the specific details have not been determined. A change of corporate name is Not disclosed |
Items this document does not state (9)
Capital Stock 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 explained that it can enhance its medium- to long-term corporate value by leveraging the tender offeror's financial resources, global network and M&A support capabilities to expand the number of managed student apartments, enter overseas PBSA markets, develop student residences for international students and community-oriented student housing, advance DX and data utilization, and strengthen its human resources and organizational platform. It also stated that becoming a wholly owned subsidiary would enable flexible and swift decision-making, including with respect to investments that are not directly tied to short-term profits.
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