Worth reading
61In 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
53.99
Ownership percentage (%)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This Tender Offer (the Transaction)CounterpartyJTMホールディングス株式会社, ヨウテイホールディングス合同会社
Disclosing companyRISE Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution15 May 2026
Contract Date15 May 2026 (the tender agreement and the related agreement)
Target company
Real estate business, including real estate leasing and real estate management.
Consideration and expenses
Acquisition priceTender offer: ¥17 per common share and ¥17 per preferred share / FRE share transfer: ¥385,600,000
Type of ConsiderationCash for the tender offer. The FRE share transfer will be settled by offsetting the consideration against the right to claim payment of the dividend of surplus and will not involve cash consideration.
Tender offer price¥17 per common share and ¥17 per preferred share
Minimum number of shares to be purchased48,966,772 common shares and 6,244,307 preferred shares, for a total of 55,211,079 shares. A minimum tender threshold has been set.
Tender offer periodFrom 18 May 2026 to 12 June 2026 (20 business days). If an extension is requested through the tender offer statement of opinion, the period will be 30 business days, through 26 June 2026.
Funding arrangementsThe entire amount required for the tender offer is scheduled to be funded with internal funds.
Impact on Business Performance
Consolidated revenue is expected to decrease because FRE will cease to be a consolidated subsidiary. Revenue for fiscal 2027 is expected to fall below the previous level, while revenue from fiscal 2028 onward is expected to exceed the previous level. The specific amount of the impact is Not disclosed.
Procedures and assumptions
Valuation methodologyThe discounted cash flow method was used to value the FRE shares. No third-party valuation was conducted for the tender offer price, which was determined through discussions and negotiations with ヨウテイホールディングス合同会社.
Independent valuation institution株式会社グラックス・アンド・アソシエイツ (share valuation report for FRE shares)
Special CommitteeEstablished. The final committee comprised 3 members: Ikeda Tsutomu (池田 勉), independent outside corporate auditor and certified public accountant; Matsumoto Kengo (松本 健吾), independent outside corporate auditor and attorney; and Mitani Kakushi (三谷 革司), external expert and attorney. The committee met 27 times from 4 December 2025 to 15 May 2026.
Conditions Precedent to ExecutionThe conditions include RISE Inc.'s resolution to support the tender offer and its public announcement, a favorable report from the special committee, performance of the representations, warranties and obligations under the agreements, the absence of undisclosed material facts, the absence of prohibitions by judicial or administrative authorities, the validity of the resolution concerning the dividend of surplus, the continued validity of the FRE share transfer agreement, approval by FRE's board of directors, and the absence of a response from the Tokyo Stock Exchange stating that the transaction would breach its delisting criteria, among others.
Management structure after acquisitionRISE Inc.'s listing and independent management structure and decision-making processes are scheduled to be maintained and respected. The current management team will continue to focus on operating the business, and JTM is scheduled to second 1 non-executive director. The specific appointee has not been determined, and directors from the JTM Group are not scheduled to constitute a majority for at least 3 years after completion of the tender offer. The preferred shares are scheduled to be changed into common shares. Specific treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | JTMホールディングス株式会社, ヨウテイホールディングス合同会社 |
| Name of the Subject Company | RISE Inc., FREアセットマネジメント株式会社 |
| Business Description of the Subject Company | Real estate business, including real estate leasing and real estate management. |
| Acquisition price | Tender offer: ¥17 per common share and ¥17 per preferred share / FRE share transfer: ¥385,600,000 |
| Type of Consideration | Cash for the tender offer. The FRE share transfer will be settled by offsetting the consideration against the right to claim payment of the dividend of surplus and will not involve cash consideration. |
| Tender offer price | ¥17 per common share and ¥17 per preferred share |
| Minimum number of shares to be purchased | 48,966,772 common shares and 6,244,307 preferred shares, for a total of 55,211,079 shares. A minimum tender threshold has been set. |
| Tender offer period | From 18 May 2026 to 12 June 2026 (20 business days). If an extension is requested through the tender offer statement of opinion, the period will be 30 business days, through 26 June 2026. |
| Number of shares acquired | 48,966,772 common shares and 6,244,307 preferred shares, for a total of 55,211,079 shares. The number of voting rights is Not disclosed. |
| Voting rights ownership percentage | Before 0％ → after 53.99％ |
| Funding arrangements | The entire amount required for the tender offer is scheduled to be funded with internal funds. |
| Impact on Business Performance | Consolidated revenue is expected to decrease because FRE will cease to be a consolidated subsidiary. Revenue for fiscal 2027 is expected to fall below the previous level, while revenue from fiscal 2028 onward is expected to exceed the previous level. The specific amount of the impact is Not disclosed. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 (the tender agreement and the related agreement) |
| Valuation methodology | The discounted cash flow method was used to value the FRE shares. No third-party valuation was conducted for the tender offer price, which was determined through discussions and negotiations with ヨウテイホールディングス合同会社. |
| Independent valuation institution | 株式会社グラックス・アンド・アソシエイツ (share valuation report for FRE shares) |
| Special Committee | Established. The final committee comprised 3 members: Ikeda Tsutomu (池田 勉), independent outside corporate auditor and certified public accountant; Matsumoto Kengo (松本 健吾), independent outside corporate auditor and attorney; and Mitani Kakushi (三谷 革司), external expert and attorney. The committee met 27 times from 4 December 2025 to 15 May 2026. |
| Conditions Precedent to Execution | The conditions include RISE Inc.'s resolution to support the tender offer and its public announcement, a favorable report from the special committee, performance of the representations, warranties and obligations under the agreements, the absence of undisclosed material facts, the absence of prohibitions by judicial or administrative authorities, the validity of the resolution concerning the dividend of surplus, the continued validity of the FRE share transfer agreement, approval by FRE's board of directors, and the absence of a response from the Tokyo Stock Exchange stating that the transaction would breach its delisting criteria, among others. |
| Management structure after acquisition | RISE Inc.'s listing and independent management structure and decision-making processes are scheduled to be maintained and respected. The current management team will continue to focus on operating the business, and JTM is scheduled to second 1 non-executive director. The specific appointee has not been determined, and directors from the JTM Group are not scheduled to constitute a majority for at least 3 years after completion of the tender offer. The preferred shares are scheduled to be changed into common shares. Specific treatment of employees is Not disclosed. |
Items this document does not state (12)
Location 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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Execution Date / Effective Date
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.JTMホールディングス株式会社 expects synergies from combining RISE Inc.'s asset management expertise with its own hotel and travel business platform to expand its real estate development, sales and management and fund businesses. RISE Inc. cites the expansion of its existing businesses, development of new businesses, avoidance of the burden of accumulated unpaid preferred dividends, resolution of conflicts of interest between preferred and common shareholders, and maintenance of its creditworthiness and financing capacity by remaining listed.
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