Results of the tender offer for the Company's shares by 株式会社Sandbox and changes in the parent company, largest shareholder among the major shareholders, controlling shareholder (excluding the parent company), and major shareholder
DIGITAL HEARTS HOLDINGS Co.,Ltd., 株式会社Sandbox, Miyazawa Eiichi (宮澤栄一)
Common shares of DIGITAL HEARTS HOLDINGS Co.,Ltd.
The tender offer was successful because the total number of the Company's shares tendered, 11,187,236, exceeded the minimum purchase amount of 5,922,743 shares
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
株式会社Sandbox: 0 voting rights, 0% (before the change). Miyazawa Eiichi (宮澤栄一): 94,256 voting rights, 42.27% (based on voting rights as of 30 June 2026)
株式会社Sandbox: directly held: 111,872 voting rights, 50.17%; total: 111,872 voting rights, 50.17%. Miyazawa Eiichi (宮澤栄一): directly held: 89,256 voting rights, 40.03%; voting rights included in the aggregate: 111,872, 50.17%; total: 201,128 voting rights, 90.20%
Related procedures
Tender offer and changes in shareholders and parent company
Tokyo Stock Exchange
The tender offeror plans a series of procedures to make the tender offeror and Miyazawa (宮澤栄一) the Company's only shareholders. If these procedures are carried out, the Company is expected to be delisted from the Tokyo Stock Exchange Prime Market. The specific procedures and timing will be announced promptly once determined, following discussions with the tender offeror.
The procedures and timing going forward are expected to be announced promptly once determined.
| Item | Details |
|---|---|
| Event name | Results of the tender offer for the Company's shares by 株式会社Sandbox and changes in the parent company, largest shareholder among the major shareholders, controlling shareholder (excluding the parent company), and major shareholder |
| Date of occurrence | 24 September 2026 (tender offer expiration date; shareholder changes scheduled for 30 September 2026) |
| Date recognized / date notice received | 25 September 2026 (date on which the Company received a report on the tender offer results from the tender offeror) |
| Subject Entity | DIGITAL HEARTS HOLDINGS Co.,Ltd., 株式会社Sandbox, Miyazawa Eiichi (宮澤栄一) |
| Target Locations / Products | Common shares of DIGITAL HEARTS HOLDINGS Co.,Ltd. |
| Cause | The tender offer was successful because the total number of the Company's shares tendered, 11,187,236, exceeded the minimum purchase amount of 5,922,743 shares |
| Type of litigation or proceeding | Tender offer and changes in shareholders and parent company |
| Court or authority | Tokyo Stock Exchange |
| Date of filing / date of action | Tender offer commencement date: 7 August 2026; tender offer expiration date: 24 September 2026; results announcement date: 25 September 2026 |
| Voting rights ownership percentage before the change | 株式会社Sandbox: 0 voting rights, 0% (before the change). Miyazawa Eiichi (宮澤栄一): 94,256 voting rights, 42.27% (based on voting rights as of 30 June 2026) |
| Voting rights ownership percentage after the change | 株式会社Sandbox: directly held: 111,872 voting rights, 50.17%; total: 111,872 voting rights, 50.17%. Miyazawa Eiichi (宮澤栄一): directly held: 89,256 voting rights, 40.03%; voting rights included in the aggregate: 111,872, 50.17%; total: 201,128 voting rights, 90.20% |
| Outlook | The tender offeror plans a series of procedures to make the tender offeror and Miyazawa (宮澤栄一) the Company's only shareholders. If these procedures are carried out, the Company is expected to be delisted from the Tokyo Stock Exchange Prime Market. The specific procedures and timing will be announced promptly once determined, following discussions with the tender offeror. |
| Planned follow-up disclosure | The procedures and timing going forward are expected to be announced promptly once determined. |
Items this document does not state (12)
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 tender offer was successful because the total number of shares tendered, 11,187,236, exceeded the minimum purchase amount of 5,922,743 shares. As a result, Sandbox's voting rights ownership ratio is expected to exceed 50% after settlement.