Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
8089382000
Yen (purchase consideration)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offer (the transaction, including this capital and business alliance)Counterparty (target company)BASE株式会社
Disclosing companySBI Holdings,Inc.
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.
Date of board resolution28 August 2026
Contract Date28 August 2026
Execution Date / Effective DateThe capital and business alliance agreement took effect on 28 August 2026, the date of execution. The settlement commencement date for the tender offer is scheduled for 7 October 2026. If the offer period is extended, settlement will commence on 22 October 2026.
Target company
Planning, development and operation of web services
Location Minato-ku, TokyoShare capital ¥8,848 million (as of 30 June 2026)Date of incorporation 11 December 2012
Net Sales¥20,729 million (fiscal year ended December 2025)
Operating profit¥1,686 million (fiscal year ended December 2025)
Net income for the current fiscal year¥1,826 million (net income attributable to owners of the parent, fiscal year ended December 2025)
Net assets¥15,119 million (consolidated net assets, fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥8,089,382,000
Type of ConsiderationCash
Tender offer price¥340 per common share (tender offer price for stock acquisition rights: Not disclosed)
Minimum number of shares to be purchasedNone set (— shares)
Tender offer periodFrom 31 August 2026 to 30 September 2026 (20 business days). If an extension is requested, until 15 October 2026 (30 business days)
Funding arrangementsSBI Holdings will provide the tender offeror with a loan to fund the purchase consideration and incidental costs. A financing certificate was received on 28 August 2026.
Impact on Business Performance
The impact of this transaction on SBI Holdings' consolidated results is expected to be minor.
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method (DCF method)
Independent valuation institution株式会社AGS FAS
Special CommitteeNo special committee has been established. All 5 directors of the target company passed a resolution in favor of the transaction, and all 3 outside corporate auditors stated that they had no objections.
Conditions Precedent to ExecutionCompletion of the procedures for notifications, approvals, permits and other requirements under the Antimonopoly Act and other laws and regulations required by SBI Holdings; the truthfulness of the representations and warranties of each party; performance of the obligations under the capital and business alliance agreement; and the absence of any event that would have a material adverse effect on the target company group.
Management structure after acquisitionBASE's listing on the Growth Market of the Tokyo Stock Exchange will be maintained, and its management autonomy and independence will be respected. The parties anticipate ongoing investment of management resources, including the joint development of services, system integration, ID and data integration, and personnel. The policy is to maintain BASE's existing businesses and brand. Changes to the corporate name and representative: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer (the transaction, including this capital and business alliance) |
| Counterparty name | BASE株式会社 |
| Name of the Subject Company | BASE株式会社 |
| Business Description of the Subject Company | Planning, development and operation of web services |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥8,848 million (as of 30 June 2026) |
| Date of Establishment of the Subject Company | 11 December 2012 |
| Net Sales of the Subject Company | ¥20,729 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥1,686 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥1,826 million (net income attributable to owners of the parent, fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥15,119 million (consolidated net assets, fiscal year ended December 2025) |
| Acquisition price | ¥8,089,382,000 |
| Type of Consideration | Cash |
| Tender offer price | ¥340 per common share (tender offer price for stock acquisition rights: Not disclosed) |
| Minimum number of shares to be purchased | None set (— shares) |
| Tender offer period | From 31 August 2026 to 30 September 2026 (20 business days). If an extension is requested, until 15 October 2026 (30 business days) |
| Number of shares acquired | Up to 23,792,300 shares, representing 237,923 voting rights |
| Voting rights ownership percentage | Before －％ → after 20.00％ |
| Funding arrangements | SBI Holdings will provide the tender offeror with a loan to fund the purchase consideration and incidental costs. A financing certificate was received on 28 August 2026. |
| Impact on Business Performance | The impact of this transaction on SBI Holdings' consolidated results is expected to be minor. |
| Date of board resolution | 28 August 2026 |
| Contract Date | 28 August 2026 |
| Execution Date / Effective Date | The capital and business alliance agreement took effect on 28 August 2026, the date of execution. The settlement commencement date for the tender offer is scheduled for 7 October 2026. If the offer period is extended, settlement will commence on 22 October 2026. |
| Valuation methodology | Market price method and discounted cash flow method (DCF method) |
| Independent valuation institution | 株式会社AGS FAS |
| Special Committee | No special committee has been established. All 5 directors of the target company passed a resolution in favor of the transaction, and all 3 outside corporate auditors stated that they had no objections. |
| Conditions Precedent to Execution | Completion of the procedures for notifications, approvals, permits and other requirements under the Antimonopoly Act and other laws and regulations required by SBI Holdings; the truthfulness of the representations and warranties of each party; performance of the obligations under the capital and business alliance agreement; and the absence of any event that would have a material adverse effect on the target company group. |
| Management structure after acquisition | BASE's listing on the Growth Market of the Tokyo Stock Exchange will be maintained, and its management autonomy and independence will be respected. The parties anticipate ongoing investment of management resources, including the joint development of services, system integration, ID and data integration, and personnel. The policy is to maintain BASE's existing businesses and brand. Changes to the corporate name and representative: Not disclosed. |
Items this document does not state (4)
Expenses 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.To leverage the SBI Group's financial services, customer base, and media and content business platform together with the BASE Group's e-commerce and payments platform, merchant network, and ID platform, thereby creating new customer value and business opportunities and enhancing the corporate value of both companies. The parties also aim to enhance the continuity and effectiveness of the alliance through a stable capital relationship while maintaining BASE's listing and independence.
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