Decision and Details
Board of Directors of J.S.B. Co., Ltd.Approval of a demand for sale of shares, etc. by a special controlling shareholder
To make the Company a wholly owned subsidiary of Ｕｒｓａ ４株式会社 and pursue growth in the student housing business, expansion into overseas PBSA markets, and strengthening of its DX and organisational foundations under a flexible and rapid decision-making structure. The Company also confirmed the appropriateness and fairness of the consideration and the prospects for payment.
The disclosure states that advancing the transaction will require a certain amount of time and upfront investment, potentially resulting in a short-term decline in profit levels and deterioration in cash flow. The amount of the impact on results attributable to the demand for the sale of shares and other equity securities itself is Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Approval of a demand for sale of shares, etc. by a special controlling shareholder |
| Decision-Making Body | Board of Directors of J.S.B. Co., Ltd. |
| Decision Date | 10 August 2026 |
| Implementation Date | 4 September 2026 (scheduled acquisition date) |
| Amount | Consideration for common shares: ¥9,000 per share; consideration for stock acquisition rights: ¥1,735,000 per right |
| Quantity / scale | As of 3 August 2026, Ｕｒｓａ ４株式会社 held a 92.91% ownership stake, and 19,737,531 shares were tendered in the tender offer |
| Impact on Business Performance | The disclosure states that advancing the transaction will require a certain amount of time and upfront investment, potentially resulting in a short-term decline in profit levels and deterioration in cash flow. The amount of the impact on results attributable to the demand for the sale of shares and other equity securities itself is Not disclosed |
| Reason | To make the Company a wholly owned subsidiary of Ｕｒｓａ ４株式会社 and pursue growth in the student housing business, expansion into overseas PBSA markets, and strengthening of its DX and organisational foundations under a flexible and rapid decision-making structure. The Company also confirmed the appropriateness and fairness of the consideration and the prospects for payment. |
| Governing Rule | Companies Act, Article 179, Paragraph 1, Articles 179-2, 179-3, Paragraph 1, and 179-5, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 33-5, Paragraph 1, and Article 33-7; Financial Instruments and Exchange Act, Article 27-2, Paragraph 3 |
| Related previous disclosures | 12 June 2026: “Notice Regarding the Expression of Opinion on the Tender Offer for the Company's Share Certificates, etc. by Ｕｒｓａ ４株式会社” |
| Future plans | On 4 September 2026, Ｕｒｓａ ４株式会社 is scheduled to acquire the shares and other equity securities subject to this demand and deliver the consideration for their sale within a reasonable period after the acquisition date. |
Items this document does not state (1)
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 transaction will make the Company a wholly owned subsidiary of Ｕｒｓａ ４株式会社 and enable it to pursue growth in the student housing business, capture overseas business opportunities, and strengthen its DX and organisational foundations through collaboration with Warburg Pincus under a flexible and rapid decision-making structure. The Company also determined that the consideration for the sale is the same as the tender offer price, measures have been taken to ensure fairness, and payment of the consideration is expected.