Worth reading
82Important
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
1060
¥ per share (tender offer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This Tender Offer (the Transaction)Counterparty株式会社Sandbox (Tender Offeror)
Disclosing companyDIGITAL HEARTS HOLDINGS 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
The Company provides comprehensive support for improving the quality of software development at client companies through the DH Group business, which provides services for entertainment content, and the AGEST Group business, which provides services for enterprise systems.
Consideration and expenses
Acquisition price¥1,060 per common share
Type of ConsiderationCash (¥1,060 per common share)
Merger ratio/share exchange ratioThe share exchange ratio for the share exchange has not been determined as of today. 株式会社Sandbox will be the wholly owning parent company in the share exchange, and the Company will be the wholly owned subsidiary.
Tender offer price¥1,060 per common share
Minimum number of shares to be purchased5,922,743 shares
Tender offer periodFrom 7 August 2026 to 24 September 2026 (31 business days)
Funding arrangementsBorrowing from Mizuho Bank, Ltd. of up to ¥14,851 million (the bank financing)
Goodwill amount¥238 million in impairment loss on goodwill unrelated to the Transaction
Amount of extraordinary income (loss)¥238 million in impairment loss on goodwill and ¥172 million in valuation loss on shares of affiliated companies (neither related to the Transaction; both recorded through the ordinary closing process. The quarter of recognition is Not disclosed.)
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
In the short term, the Company's earnings and cash flow may deteriorate. The synergies resulting from execution of the Transaction are difficult to estimate specifically and have not been reflected in the business plan.
Procedures and assumptions
Valuation methodologyMarket price average method and discounted cash flow method (DCF method)
Independent valuation institutionKPMG FAS Co., Ltd., マクサス・コーポレートアドバイザリー株式会社
Special CommitteeEstablished. Comprises 3 outside directors: Yanagiya Takashi (柳谷孝), Mure Emiko (牟禮恵美子) and Chikazawa Ryo (近澤諒). Yanagiya Takashi (柳谷孝) and Mure Emiko (牟禮恵美子) are independent officers.
Conditions Precedent to ExecutionCompletion of the Tender Offer, bank financing conditional on completion of the Tender Offer, and the share exchange conditional on completion of the squeeze-out procedures.
Management structure after acquisitionMiyazawa Eiichi (宮澤栄一) is expected to remain involved in management as Representative Director following the Transaction. The appointment and treatment of the other directors and the new management structure are expected to be determined after completion of the Tender Offer. Employees are generally expected to retain their current employment terms. No change of corporate name is stated.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | 株式会社Sandbox (Tender Offeror) |
| Name of the Subject Company | DIGITAL HEARTS HOLDINGS Co.,Ltd. |
| Business Description of the Subject Company | The Company provides comprehensive support for improving the quality of software development at client companies through the DH Group business, which provides services for entertainment content, and the AGEST Group business, which provides services for enterprise systems. |
| Acquisition price | ¥1,060 per common share |
| Type of Consideration | Cash (¥1,060 per common share) |
| Merger ratio/share exchange ratio | The share exchange ratio for the share exchange has not been determined as of today. 株式会社Sandbox will be the wholly owning parent company in the share exchange, and the Company will be the wholly owned subsidiary. |
| Tender offer price | ¥1,060 per common share |
| Minimum number of shares to be purchased | 5,922,743 shares |
| Tender offer period | From 7 August 2026 to 24 September 2026 (31 business days) |
| Number of shares acquired | 5,922,743 shares (minimum number of shares planned to be purchased; the actual number of shares acquired has not been determined. The number of voting rights is not disclosed.) |
| Voting rights ownership percentage | Before 0% (before the Tender Offeror launches the Tender Offer) → after 59.97−x% (expected following completion of the Tender Offer), ultimately 100% (expected following the share exchange) |
| Funding arrangements | Borrowing from Mizuho Bank, Ltd. of up to ¥14,851 million (the bank financing) |
| Goodwill amount | ¥238 million in impairment loss on goodwill unrelated to the Transaction |
| Amount of extraordinary income (loss) | ¥238 million in impairment loss on goodwill and ¥172 million in valuation loss on shares of affiliated companies (neither related to the Transaction; both recorded through the ordinary closing process. The quarter of recognition is Not disclosed.) |
| Impact on Business Performance | In the short term, the Company's earnings and cash flow may deteriorate. The synergies resulting from execution of the Transaction are difficult to estimate specifically and have not been reflected in the business plan. |
| Date of board resolution | 6 August 2026 |
| Execution Date / Effective Date | The Tender Offer will run through 24 September 2026. The share consolidation is scheduled for December 2026. The share exchange is expected to be conducted as soon as practicable after completion of the squeeze-out procedures, but the specific schedule has not been determined. |
| Valuation methodology | Market price average method and discounted cash flow method (DCF method) |
| Independent valuation institution | KPMG FAS Co., Ltd., マクサス・コーポレートアドバイザリー株式会社 |
| Special Committee | Established. Comprises 3 outside directors: Yanagiya Takashi (柳谷孝), Mure Emiko (牟禮恵美子) and Chikazawa Ryo (近澤諒). Yanagiya Takashi (柳谷孝) and Mure Emiko (牟禮恵美子) are independent officers. |
| Conditions Precedent to Execution | Completion of the Tender Offer, bank financing conditional on completion of the Tender Offer, and the share exchange conditional on completion of the squeeze-out procedures. |
| Management structure after acquisition | Miyazawa Eiichi (宮澤栄一) is expected to remain involved in management as Representative Director following the Transaction. The appointment and treatment of the other directors and the new management structure are expected to be determined after completion of the Tender Offer. Employees are generally expected to retain their current employment terms. No change of corporate name is stated. |
Items this document does not state (9)
Location 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 CompanyExpenses other than the acquisition priceContract Date
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 explains that, amid changes in the competitive environment and security risks resulting from the rapid development of generative AI, it determined that going private would enable flexible decision-making to advance research and development, capital investment, acquisitions and changes to its business model in a timely manner. It also states that the need to raise funds from the stock market and the significance of maintaining its listing are not substantial.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.