Worth reading
75Important
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
5186700
Shares (minimum number of shares to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyMuninova Holdings Inc.
Disclosing companyAnshin Guarantor Service Co.,Ltd.
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
As a corporate institutional guarantor, the company provides rent guarantee services, assuming as a legal entity the obligation of personal guarantees, namely joint and several guarantors, for rent obligations under real estate lease agreements.
Location Minato-ku, TokyoDate of incorporation December 2002
Consideration and expenses
Acquisition priceCommon shares: ¥257 per share; stock acquisition rights: ¥1 per right (total: Not disclosed)
Type of ConsiderationCash
Tender offer priceCommon shares: ¥257 per share; stock acquisition rights: ¥1 per right
Minimum number of shares to be purchased5,186,700 shares
Tender offer period13 May 2026 to 2 July 2026 (37 business days)
Funding arrangementsFunding through group financing and bank borrowings, among other sources, by the tender offeror group. The group obtains indirect financing through bank borrowings and direct financing through bond issuances.
Impact on Business Performance
The synergies expected to be realized through this transaction have not been reflected in the earnings forecasts because their specific impact on earnings is difficult to estimate at this time.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and discounted cash flow method
Independent valuation institution株式会社SBI証券 and YAMADA Consulting Group Co.,Ltd.
Special CommitteeEstablished. Comprises 3 members: 2 independent outside directors and 1 outside expert.
Conditions Precedent to ExecutionThe shares and other securities tendered must total at least the minimum number of shares to be purchased, 5,186,700 shares. If all shares cannot be acquired following completion of the tender offer, the company plans to become a wholly owned subsidiary through a demand for the sale of shares and other securities or a share consolidation. A special resolution at a shareholders meeting is required for a share consolidation.
Management structure after acquisitionWhether directors will be appointed by the tender offeror following the company becoming a wholly owned subsidiary, as well as the composition of the board of directors and other personnel matters, remains undecided at this time. Currently, 2 directors who are not Audit & Supervisory Committee members have been seconded by the tender offeror. Following the company becoming a wholly owned subsidiary, the management structure will be established through discussions with the tender offeror group, and the company is expected to be delisted.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Muninova Holdings Inc. |
| Name of the Subject Company | Anshin Guarantor Service Co.,Ltd. |
| Business Description of the Subject Company | As a corporate institutional guarantor, the company provides rent guarantee services, assuming as a legal entity the obligation of personal guarantees, namely joint and several guarantors, for rent obligations under real estate lease agreements. |
| Location of the Subject Company | Minato-ku, Tokyo |
| Date of Establishment of the Subject Company | December 2002 |
| Acquisition price | Common shares: ¥257 per share; stock acquisition rights: ¥1 per right (total: Not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | Common shares: ¥257 per share; stock acquisition rights: ¥1 per right |
| Minimum number of shares to be purchased | 5,186,700 shares |
| Tender offer period | 13 May 2026 to 2 July 2026 (37 business days) |
| Number of shares acquired | The minimum number of shares to be purchased is 5,186,700 shares, representing 51,867 voting rights, with no maximum set. The tender offer is intended to acquire all shares, excluding treasury shares and other shares, and all stock acquisition rights. |
| Voting rights ownership percentage | Before 39.02% (indirectly held by the tender offeror group) → after 29.82% (based on the minimum number of shares to be purchased) / 68.84% (based on the minimum number of shares to be purchased, including existing indirect holdings) / 100% (if all shares are acquired) |
| Funding arrangements | Funding through group financing and bank borrowings, among other sources, by the tender offeror group. The group obtains indirect financing through bank borrowings and direct financing through bond issuances. |
| Impact on Business Performance | The synergies expected to be realized through this transaction have not been reflected in the earnings forecasts because their specific impact on earnings is difficult to estimate at this time. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 |
| Execution Date / Effective Date | The tender offer is scheduled to commence on 13 May 2026 and end on 2 July 2026. Following completion of the tender offer, the company plans to become a wholly owned subsidiary through a demand for the sale of shares and other securities or a share consolidation. |
| Valuation methodology | Market price method, comparable company analysis and discounted cash flow method |
| Independent valuation institution | 株式会社SBI証券 and YAMADA Consulting Group Co.,Ltd. |
| Special Committee | Established. Comprises 3 members: 2 independent outside directors and 1 outside expert. |
| Conditions Precedent to Execution | The shares and other securities tendered must total at least the minimum number of shares to be purchased, 5,186,700 shares. If all shares cannot be acquired following completion of the tender offer, the company plans to become a wholly owned subsidiary through a demand for the sale of shares and other securities or a share consolidation. A special resolution at a shareholders meeting is required for a share consolidation. |
| Management structure after acquisition | Whether directors will be appointed by the tender offeror following the company becoming a wholly owned subsidiary, as well as the composition of the board of directors and other personnel matters, remains undecided at this time. Currently, 2 directors who are not Audit & Supervisory Committee members have been seconded by the tender offeror. Following the company becoming a wholly owned subsidiary, the management structure will be established through discussions with the tender offeror group, and the company is expected to be delisted. |
Items this document does not state (9)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit 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)
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 through closer coordination with the tender offeror group, including strengthening creditworthiness assessment and collection capabilities, utilizing the networks of affiliated financial institutions and business partners, improving operational efficiency and reducing costs, utilizing IT personnel and expertise, expanding the sales platform, and lowering funding costs. They also state that remaining a listed company would constrain the utilization of management resources and rapid decision-making, and therefore determined that making the company a wholly owned subsidiary was necessary.
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