Worth reading
69In 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
158716000
Shares (minimum number of shares to be purchased)Wording
Conditional
How definitive the wording is.This transaction
This Tender Offer and This Share Transfer (あすか少額短期保険)Counterparty株式会社K891, インシュラントグループ株式会社
Disclosing companyLEOPALACE21 CORPORATION
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.White points represent dates designated as scheduled dates in the document.
Target company
The LEOPALACE21 CORPORATION Group consists of the company and its affiliated companies and has three reporting segments: Rental Business, Silver Business and Other Business. The Rental Business is the group's core business and includes the leasing and management of company-owned properties and properties under master leases, construction contracting for apartments and other buildings, repair and maintenance work, corporate housing administration, real estate brokerage, rent guarantees, broadband services for tenants, electricity supply services, and the provision of small-amount and short-term insurance.
Date of incorporation August 1973 (established as 株式会社ミヤマ)
Consideration and expenses
Acquisition priceOrdinary shares: ¥1,000 per share; stock acquisition rights: ¥99,900 per right
Type of ConsiderationCash (tender offer; consideration for the transfer of shares in あすか少額短期保険: Not disclosed)
Tender offer priceOrdinary shares: ¥1,000 per share. Second, third, fourth and sixth series stock acquisition rights: ¥99,900 per right
Minimum number of shares to be purchased158,716,000 shares
Tender offer periodFrom 15 September 2026 to 30 October 2026 (30 business days)
Funding arrangementsCapital contributions from the tender offeror's parent company and borrowings from Mizuho Bank, Ltd., SBI Shinsei Bank, Limited and Deutsche Bank Tokyo Branch
Procedures and assumptions
Valuation methodologyMarket price average method or market price method, comparable company analysis or comparable companies analysis, and discounted cash flow method
Independent valuation institution株式会社ＳＢＩ証券, Mizuho Securities, 株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee consists of 4 members: Watanabe Akira (渡邊顯), Shibata Takumi (柴田拓美), Ishii Kan (石井歓), all independent outside directors of the company, and Shimofukikoshi Kazutaka (下吹越一孝), an independent outside Audit & Supervisory Board member of the company.
Conditions Precedent to ExecutionSubject to the completion of This Tender Offer and other conditions, the shares of あすか少額短期保険 are expected to be transferred by the business day preceding the commencement date of settlement. This Share Consolidation is expected to become effective following approval at the extraordinary general meeting of shareholders. The capital contribution and borrowings for the settlement funds for This Tender Offer are subject to the completion of This Tender Offer and other conditions.
Management structure after acquisitionHikari Tsushin, the MBKP Fund and the NECCS Fund are expected to have the right to nominate directors and Audit & Supervisory Board members. The specific management structure is expected to be discussed and determined after completion of the transaction. The employment and treatment of existing employees are generally expected to remain unchanged. Following the transaction, an absorption-type merger is planned, with the tender offeror as the surviving company and the company as the absorbed company, although the timing and specific terms have not been determined.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer and This Share Transfer (あすか少額短期保険) |
| Counterparty name | 株式会社K891, インシュラントグループ株式会社 |
| Name of the Subject Company | LEOPALACE21 CORPORATION (tender offer); あすか少額短期保険株式会社 (share transfer) |
| Business Description of the Subject Company | The LEOPALACE21 CORPORATION Group consists of the company and its affiliated companies and has three reporting segments: Rental Business, Silver Business and Other Business. The Rental Business is the group's core business and includes the leasing and management of company-owned properties and properties under master leases, construction contracting for apartments and other buildings, repair and maintenance work, corporate housing administration, real estate brokerage, rent guarantees, broadband services for tenants, electricity supply services, and the provision of small-amount and short-term insurance. |
| Date of Establishment of the Subject Company | August 1973 (established as 株式会社ミヤマ) |
| Acquisition price | Ordinary shares: ¥1,000 per share; stock acquisition rights: ¥99,900 per right |
| Type of Consideration | Cash (tender offer; consideration for the transfer of shares in あすか少額短期保険: Not disclosed) |
| Tender offer price | Ordinary shares: ¥1,000 per share. Second, third, fourth and sixth series stock acquisition rights: ¥99,900 per right |
| Minimum number of shares to be purchased | 158,716,000 shares |
| Tender offer period | From 15 September 2026 to 30 October 2026 (30 business days) |
| Voting rights ownership percentage | Before Equivalent to 0% (as of today, the tender offeror does not own any shares or stock acquisition rights of the company) → after 100% (following completion of the transaction, the tender offeror is expected to own all shares of the company) |
| Funding arrangements | Capital contributions from the tender offeror's parent company and borrowings from Mizuho Bank, Ltd., SBI Shinsei Bank, Limited and Deutsche Bank Tokyo Branch |
| Date of board resolution | 14 September 2026 |
| Contract Date | 14 September 2026 |
| Execution Date / Effective Date | This Tender Offer: from 15 September 2026 to 30 October 2026. This Share Transfer (あすか少額短期保険): November 2026 (予定), by the business day preceding the commencement date of settlement of This Tender Offer. This Repurchase of Treasury Shares and This Share Consolidation: January 2027 (予定). The timing and specific terms of This Absorption-Type Merger have not been determined. |
| Valuation methodology | Market price average method or market price method, comparable company analysis or comparable companies analysis, and discounted cash flow method |
| Independent valuation institution | 株式会社ＳＢＩ証券, Mizuho Securities, 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee consists of 4 members: Watanabe Akira (渡邊顯), Shibata Takumi (柴田拓美), Ishii Kan (石井歓), all independent outside directors of the company, and Shimofukikoshi Kazutaka (下吹越一孝), an independent outside Audit & Supervisory Board member of the company. |
| Conditions Precedent to Execution | Subject to the completion of This Tender Offer and other conditions, the shares of あすか少額短期保険 are expected to be transferred by the business day preceding the commencement date of settlement. This Share Consolidation is expected to become effective following approval at the extraordinary general meeting of shareholders. The capital contribution and borrowings for the settlement funds for This Tender Offer are subject to the completion of This Tender Offer and other conditions. |
| Management structure after acquisition | Hikari Tsushin, the MBKP Fund and the NECCS Fund are expected to have the right to nominate directors and Audit & Supervisory Board members. The specific management structure is expected to be discussed and determined after completion of the transaction. The employment and treatment of existing employees are generally expected to remain unchanged. Following the transaction, an absorption-type merger is planned, with the tender offeror as the surviving company and the company as the absorbed company, although the timing and specific terms have not been determined. |
Items this document does not state (12)
Location of the Subject CompanyCapital 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 ratioNumber of shares acquiredGoodwill 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.The aim is to advance structural reforms without being affected by short-term market valuations through taking the company private, and to increase corporate value by leveraging the tender offerors' products, customer base, networks and financial resources. Specific measures include introducing services to properties under management, acquiring new tenants, improving relationships with property owners, expanding the structure of the development business, and preparing for the new lease accounting standards. With respect to あすか少額短期保険, the aim is to increase corporate value by leveraging the Hikari Tsushin group's expertise in the insurance business, including by expanding external agency channels and strengthening sales capabilities.
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