Worth reading
70In focus
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
9200000000
Yen (maximum amount of capital contribution by the parent company of the tender offeror)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyＨＨＨ１合同会社 (tender offeror), Pasona Group Inc. (shareholder scheduled to tender), TQUILA LIMITED (shareholder scheduled to tender)
Disclosing companycirclace Inc
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 Group operates several businesses that promote corporate digital transformation by supporting business transformation using cutting-edge IT technologies, including Salesforce, ServiceNow, Databricks, AWS, Microsoft 365, Azure, Microsoft Power Platform and Anaplan, and by developing its proprietary SaaS cloud service, AGAVE.
Location Otemachi, Chiyoda-ku, Tokyo (listed as the place of incorporation)Date of incorporation November 2012
Net SalesFiscal year ending March 2026: consolidated net sales of ¥4,540 million
Operating profitFiscal year ending March 2026: consolidated operating profit of ¥266 million
Consideration and expenses
Acquisition priceTotal: Not disclosed (¥2,020 per common share and ¥1 per stock acquisition right)
Type of ConsiderationCash
Tender offer price¥2,020 per common share. ¥1 per Series 1, Series 3, Series 4 and Series 6 stock acquisition right.
Minimum number of shares to be purchased2,970,800 shares (29,708 voting rights). No maximum has been set.
Tender offer period23 October 2026 to 7 December 2026 (30 business days)
Funding arrangementsThe tender offeror is scheduled to receive a capital contribution from its parent company of up to ¥9,200,000,000 and plans to fund the full amount required for the tender offer with its own funds. No borrowings from financial institutions or other sources are planned.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company method and discounted cash flow method (DCF method)
Independent valuation institutionOtemachi M&A Advisory
Special CommitteeEstablished. The committee comprises 4 members: Matsunaga Tatsuya (松永達也), Nakata Katsumi (中田勝已), Natori Katsuya (名取勝也) and Fukuda Azusa (福田あずさ). It consists of 2 independent outside directors and 2 independent outside corporate auditors.
Conditions Precedent to ExecutionThe number of shares tendered must be at least the minimum number to be purchased, 2,970,800 shares. If the number is below the minimum, none of the tendered shares or other instruments will be purchased. After the tender offer is completed, a demand for the sale of shares is scheduled to be implemented if 90% or more is acquired, and a share consolidation is scheduled if less than 90% is acquired.
Management structure after acquisitionThe management structure after the transaction is scheduled to be determined following discussions with the company and has not been decided at this time. The current management team is expected to continue to play a leading role. Employment is expected to be maintained, although details will be determined following discussions. The specific details of the incentive program have not been decided. An organizational restructuring may be considered, but specific details have not been determined.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | ＨＨＨ１合同会社 (tender offeror), Pasona Group Inc. (shareholder scheduled to tender), TQUILA LIMITED (shareholder scheduled to tender) |
| Name of the Subject Company | circlace Inc |
| Business Description of the Subject Company | The Group operates several businesses that promote corporate digital transformation by supporting business transformation using cutting-edge IT technologies, including Salesforce, ServiceNow, Databricks, AWS, Microsoft 365, Azure, Microsoft Power Platform and Anaplan, and by developing its proprietary SaaS cloud service, AGAVE. |
| Location of the Subject Company | Otemachi, Chiyoda-ku, Tokyo (listed as the place of incorporation) |
| Date of Establishment of the Subject Company | November 2012 |
| Net Sales of the Subject Company | Fiscal year ending March 2026: consolidated net sales of ¥4,540 million |
| Operating Profit of the Subject Company | Fiscal year ending March 2026: consolidated operating profit of ¥266 million |
| Acquisition price | Total: Not disclosed (¥2,020 per common share and ¥1 per stock acquisition right) |
| Type of Consideration | Cash |
| Tender offer price | ¥2,020 per common share. ¥1 per Series 1, Series 3, Series 4 and Series 6 stock acquisition right. |
| Minimum number of shares to be purchased | 2,970,800 shares (29,708 voting rights). No maximum has been set. |
| Tender offer period | 23 October 2026 to 7 December 2026 (30 business days) |
| Number of shares acquired | All of the company's shares, including shares delivered upon the exercise of these stock acquisition rights and excluding treasury shares, and all of these stock acquisition rights are scheduled to be acquired. The minimum number of shares to be purchased is 2,970,800 shares, representing 29,708 voting rights. |
| Voting rights ownership percentage | Before 0％ → after 66.67% (based on the minimum number of shares to be purchased; expected to be 100% after the squeeze-out) |
| Funding arrangements | The tender offeror is scheduled to receive a capital contribution from its parent company of up to ¥9,200,000,000 and plans to fund the full amount required for the tender offer with its own funds. No borrowings from financial institutions or other sources are planned. |
| Date of board resolution | 22 October 2026 |
| Contract Date | 22 October 2026 (tender agreements with Pasona Group Inc. and TQUILA LIMITED) |
| Execution Date / Effective Date | The tender offer is scheduled to commence on 23 October 2026. Completion of the squeeze-out after the tender offer is completed is expected around late January 2027 if implemented through a demand for the sale of shares, or around late March 2027 if implemented through a share consolidation. |
| Valuation methodology | Market price method, comparable company method and discounted cash flow method (DCF method) |
| Independent valuation institution | Otemachi M&A Advisory |
| Special Committee | Established. The committee comprises 4 members: Matsunaga Tatsuya (松永達也), Nakata Katsumi (中田勝已), Natori Katsuya (名取勝也) and Fukuda Azusa (福田あずさ). It consists of 2 independent outside directors and 2 independent outside corporate auditors. |
| Conditions Precedent to Execution | The number of shares tendered must be at least the minimum number to be purchased, 2,970,800 shares. If the number is below the minimum, none of the tendered shares or other instruments will be purchased. After the tender offer is completed, a demand for the sale of shares is scheduled to be implemented if 90% or more is acquired, and a share consolidation is scheduled if less than 90% is acquired. |
| Management structure after acquisition | The management structure after the transaction is scheduled to be determined following discussions with the company and has not been decided at this time. The current management team is expected to continue to play a leading role. Employment is expected to be maintained, although details will be determined following discussions. The specific details of the incentive program have not been decided. An organizational restructuring may be considered, but specific details have not been determined. |
Items this document does not state (8)
Capital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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.Because circlace Inc on its own faces limits in the amount and speed of funding it can raise for large-scale M&A and service expansion, the stated rationale is to use Hillhouse's capital, human resources network, M&A support, recruitment services and portfolio-company network to pursue medium- to long-term growth investments and management reform.
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