MBK-affiliated MP-2606株式会社 has commenced a tender offer for the Company’s common shares and stock acquisition rights, and the Company supports the tender offer and recommends that shareholders tender their shares. Through the tender offer and subsequent procedures, the Company is expected to become a wholly owned subsidiary, and its shares are expected to be delisted.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The WEB business, which operates "vertical media sites" relating to "problems encountered in daily life," and operation of the comprehensive platform site "Seikatsu 110-ban"
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | MP-2606株式会社, Asset Value Investors Limited |
| Name of the Subject Company | SHARINGTECHNOLOGY INC. |
| Business Description of the Subject Company | The WEB business, which operates "vertical media sites" relating to "problems encountered in daily life," and operation of the comprehensive platform site "Seikatsu 110-ban" |
| Type of Consideration | Cash |
| Tender offer price | ¥1,550 per common share. ¥1 per 15th and 16th Stock Acquisition Right. In certain cases, the consideration for each 16th Stock Acquisition Right is expected to be ¥711 multiplied by the number of underlying shares, or 100 shares, for a total of ¥71,100. |
| Minimum number of shares to be purchased | 16,030,200 shares (63.58% ownership ratio of share certificates, etc. after the tender offer) |
| Tender offer period | From 10 September 2026 to 27 October 2026 (30 business days) |
| Number of shares acquired | The tender offeror plans to acquire all of the Company’s shares, excluding treasury shares and including shares delivered upon the exercise of the Stock Acquisition Rights, as well as all of the Stock Acquisition Rights. As of today, there are 12,800 Stock Acquisition Rights, representing 1,280,000 underlying shares. |
| Voting rights ownership percentage | Before As of today, the tender offeror and the MBK Fund do not own any of the Company’s shares or Stock Acquisition Rights (equivalent to 0%) → after Planned conversion into a wholly owned subsidiary (equivalent to 100%) |
| Funding arrangements | The tender offeror plans to borrow an acquisition loan of up to ¥41,166 million from Mizuho Bank, Kiraboshi Bank, The Bank of Yokohama, Aozora Bank and MUFG Bank, and apply the proceeds to settlement funds and other expenses for the tender offer. |
| Date of board resolution | 9 September 2026 |
| Contract Date | 9 September 2026 (tender offer agreement with AVI) |
| Execution Date / Effective Date | Scheduled. The tender offer period ends on 27 October 2026. The squeeze-out is scheduled to take effect from late November to early December 2026 if implemented through a demand for the sale of shares, etc., or from early to mid-February 2027 if implemented through a share consolidation. |
| Valuation methodology | Market price method, comparable companies method and discounted cash flow method (DCF method). The tender offeror comprehensively considered financial information, share price trends, due diligence, and discussions and negotiations, among other factors. |
| Independent valuation institution | 株式会社JOIB |
| Special Committee | Established. The 3 members are Asai Hiroo (淺井啓雄), outside director, Audit and Supervisory Committee member and independent officer; Zenri Yuichi (善利友一), outside director, Audit and Supervisory Committee member and independent officer; and Tanioka Takaaki (谷岡孝昭), attorney. The committee met 12 times in total from 5 June to 8 September 2026. |
| Conditions Precedent to Execution | The number of shares tendered must be at least the minimum purchase amount of 16,030,200 shares. If all shares cannot be acquired after the tender offer is completed, a squeeze-out is scheduled to be implemented through a demand for the sale of shares, etc., or a share consolidation. The disclosure also refers to procedures including obtaining clearance under competition laws. |
| Management structure after acquisition | The current management structure will generally be maintained, and day-to-day operations are expected to be entrusted to the current management team. However, the Company is considering appointing individuals nominated by MBK Partners to a majority of the officer positions, and details have not been determined. Incentive plans, including stock options, are planned for officers and employees. No changes to service names are planned. HITOWA’s life-support business is expected to be transferred to the Company through a company split. |
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.
Amid increasingly challenging search and advertising conditions surrounding the Company and a shortage of personnel, the Company intends to accelerate decision-making by going private, advance digital marketing, in-house construction, the "Mover" system for franchisees, collaboration with HITOWA’s life-support business, growth investments and M&A, and enhance corporate value.