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M&A and Subsidiary Changes3676DIGITAL HEARTS HOLDINGS Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Commencement of a Tender Offer for DIGITAL HEARTS HOLDINGS Co.,Ltd. (Securities Code: 3676)

株式会社Sandbox has decided to launch a public tender offer for the common shares of DIGITAL HEARTS HOLDINGS Co.,Ltd. at ¥1,060 per share. The offer forms part of an MBO led by Miyazawa Eiichi (宮澤栄一) and is intended to take the target company private.

Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1060
¥ per share (tender offer price)
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
Counterparty株式会社Sandbox
Disclosing companyDIGITAL HEARTS HOLDINGS Co.,Ltd.
DIGITAL HEARTS HOLDINGS Co.,Ltd.Subject of this transactionNumber of shares acquired Planned number of shares to be purchased: 13,373,171 shares; number of voting rights: Not disclosedVoting rights ownership percentage Before 0% (offeror) (after not disclosed)
Execution Date / Effective DateSettlement commencement date: 30 September 2026 (Wednesday); effective date: Not disclosed
Contract DateNo agreement regarding tendering and non-tendering into this public tender offer has been executed with Miyazawa Eiichi (宮澤栄一) and A-1
Consideration and expenses
Type of ConsiderationCash (¥1,060 per common share)
Tender offer price¥1,060 per common share
Minimum number of shares to be purchased5,922,743 shares
Tender offer periodFrom 7 August 2026 (Friday) to 24 September 2026 (Thursday) (31 business days)
Procedures and assumptions
Management structure after acquisitionMiyazawa Eiichi (宮澤栄一) is expected to remain involved in the management of the target company after the transaction. Changes to the corporate name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty name株式会社Sandbox
Name of the Subject CompanyDIGITAL HEARTS HOLDINGS Co.,Ltd.
Type of ConsiderationCash (¥1,060 per common share)
Tender offer price¥1,060 per common share
Minimum number of shares to be purchased5,922,743 shares
Tender offer periodFrom 7 August 2026 (Friday) to 24 September 2026 (Thursday) (31 business days)
Number of shares acquiredPlanned number of shares to be purchased: 13,373,171 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0% (offeror) (after not disclosed)
Contract DateNo agreement regarding tendering and non-tendering into this public tender offer has been executed with Miyazawa Eiichi (宮澤栄一) and A-1
Execution Date / Effective DateSettlement commencement date: 30 September 2026 (Wednesday); effective date: Not disclosed
Management structure after acquisitionMiyazawa Eiichi (宮澤栄一) is expected to remain involved in the management of the target company after the transaction. Changes to the corporate name, representative and treatment of employees: Not disclosed
Items this document does not state (20)
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 ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 offer forms part of a series of transactions intended to acquire all shares of the target company and take it private. Miyazawa Eiichi (宮澤栄一) is also expected to remain involved in the management of the target company after the transaction.

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Notice Concerning the Commencement of a Tender Offer for DIGITAL HEARTS HOLDINGS Co.,Ltd. (Securities Code: 3676) | DIGITAL HEARTS HOLDINGS Co.,Ltd. (3676) timely disclosure | Komori