Worth reading
79Important
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
3994000
Shares (planned purchase quantity)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty株式会社JG44
Disclosing companyHYUGA PRIMARY CARE Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Merger ratio/share exchange ratioUndetermined as of today. The tender offeror is expected to become the wholly owning parent company in the share exchange, and the target company the wholly owned subsidiary.
Tender offer price¥2,110 per ordinary share; ¥1,150,800 per Series 3 stock acquisition right; ¥1,150,800 per Series 4 stock acquisition right; and ¥1,015,800 per Series 5 stock acquisition right
Minimum number of shares to be purchased1,518,400 shares
Tender offer periodFrom 28 September 2026 (Monday) to 10 November 2026 (Tuesday) (30 business days)
Funding arrangementsIn addition to the JGIA Fund, equity contributions are expected from JG III A (Cayman), L.P. and JG III B (Cayman), L.P.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of this tender offer and approval of the share consolidation proposal and other matters at an extraordinary general meeting of the target company's shareholders, among other conditions.
Management structure after acquisition黒木哲史 (Kuroki Tetsushi) is expected to continue managing the target company as its representative director and president after the transaction. The change of corporate name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 株式会社JG44 |
| Name of the Subject Company | ＨＹＵＧＡ ＰＲＩＭＡＲＹ ＣＡＲＥ株式会社 |
| Type of Consideration | Cash |
| Merger ratio/share exchange ratio | Undetermined as of today. The tender offeror is expected to become the wholly owning parent company in the share exchange, and the target company the wholly owned subsidiary. |
| Tender offer price | ¥2,110 per ordinary share; ¥1,150,800 per Series 3 stock acquisition right; ¥1,150,800 per Series 4 stock acquisition right; and ¥1,015,800 per Series 5 stock acquisition right |
| Minimum number of shares to be purchased | 1,518,400 shares |
| Tender offer period | From 28 September 2026 (Monday) to 10 November 2026 (Tuesday) (30 business days) |
| Number of shares acquired | Planned purchase quantity: 3,994,000 shares; no upper limit. The actual number of shares acquired will be determined after completion of the tender offer. |
| Funding arrangements | In addition to the JGIA Fund, equity contributions are expected from JG III A (Cayman), L.P. and JG III B (Cayman), L.P. |
| Contract Date | 25 September 2026 |
| Execution Date / Effective Date | 17 November 2026 (settlement commencement date). The effective dates of the share consolidation and share exchange are undetermined. |
| Conditions Precedent to Execution | Completion of this tender offer and approval of the share consolidation proposal and other matters at an extraordinary general meeting of the target company's shareholders, among other conditions. |
| Management structure after acquisition | 黒木哲史 (Kuroki Tetsushi) is expected to continue managing the target company as its representative director and president after the transaction. The change of corporate name and employee treatment are Not disclosed. |
Items this document does not state (18)
Business Description of the Subject CompanyLocation 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 CompanyAcquisition priceExpenses other than the acquisition priceVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institutionSpecial Committee
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 purpose is to acquire the shares and other securities of the target company and take it private. 黒木哲史 (Kuroki Tetsushi) is expected to continue managing the target company as its representative director and president after the transaction, with the aim of enhancing corporate value.
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