This transaction
Transaction (the tender offer and the capital and business alliance)The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
The company operates the BASE business, which provides the BASE online shop creation service and the PAY ID shopping service for purchasers; the PAY.JP business, which provides the PAY.JP online payment service; the YELL BANK business, which provides the YELL BANK financing service and other services; the want.jp business, which provides the want.jp cross-border e-commerce service; and the Shop Serve business, which provides the Shop Serve hands-on e-commerce development and operation support service.
The impact on earnings of the synergies expected from the transaction cannot be specifically estimated at this time and has not been reflected in the financial forecasts used in the DCF method
| Item | Details |
|---|---|
| Transaction name | Transaction (the tender offer and the capital and business alliance) |
| Counterparty name | SBINM合同会社, SBI Holdings,Inc. |
| Name of the Subject Company | BASE,Inc. |
| Business Description of the Subject Company | The company operates the BASE business, which provides the BASE online shop creation service and the PAY ID shopping service for purchasers; the PAY.JP business, which provides the PAY.JP online payment service; the YELL BANK business, which provides the YELL BANK financing service and other services; the want.jp business, which provides the want.jp cross-border e-commerce service; and the Shop Serve business, which provides the Shop Serve hands-on e-commerce development and operation support service. |
| Type of Consideration | Cash |
| Tender offer price | ¥340 per common share. The tender offer price for the stock acquisition rights is Not disclosed |
| Minimum number of shares to be purchased | None (—) |
| Tender offer period | From 31 August 2026 to 30 September 2026 (20 business days). If an extension is requested, 30 business days, through 15 October 2026 |
| Number of shares acquired | Up to 23,792,300 shares. The number of voting rights is Not disclosed |
| Voting rights ownership percentage | After 20.00% (ownership percentage corresponding to the maximum number of shares planned to be purchased; the ownership percentage of share certificates and other securities in the notes is 20.67%) (before not disclosed) |
| Funding arrangements | SBI Holdings,Inc. will provide a loan to the tender offeror to fund the purchase price and related expenses |
| Impact on Business Performance | The impact on earnings of the synergies expected from the transaction cannot be specifically estimated at this time and has not been reflected in the financial forecasts used in the DCF method |
| Date of board resolution | 28 August 2026 |
| Contract Date | 28 August 2026 |
| Execution Date / Effective Date | The capital and business alliance agreement takes effect on the date of execution. The specific date on which settlement for the tender offer will commence is Not disclosed |
| Valuation methodology | Market price method and discounted cash flow method (DCF method) |
| Independent valuation institution | 株式会社ＡＧＳ ＦＡＳ |
| Special Committee | Not established |
| Conditions Precedent to Execution | Completion of procedures such as filings, approvals and permits required for SBI Holdings,Inc. under the Antimonopoly Act and other applicable laws and regulations; the accuracy of the representations and warranties of each party; performance of the obligations under the agreement; and the absence of any event that would have a material adverse effect on our group, among other conditions |
| Management structure after acquisition | The company plans to maintain and respect its independence and managerial autonomy as a listed company. Its existing businesses and related brands will continue to be maintained as before, while the parties pursue joint service development, system integration, ID and data integration, and the deployment of personnel and other management resources. Changes to the corporate name, representative, and treatment of employees are Not disclosed |
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 parties aim to realize synergies by mutually leveraging the SBI Group's financial services, customer base, and media and content business infrastructure with the BASE Group's e-commerce and payment platforms, merchant network, and ID infrastructure, including through new customer acquisition, expansion of sales channels, enhancement of financial and payment services, and monetization of content and intellectual property. The company also cites accelerating growth through the use of external resources, as the speed and scale of business expansion achievable by BASE,Inc. independently are limited.