This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The target company operates primarily in the used-housing revitalization business. Its business consists of a single segment, the used-housing revitalization business. In its residential used-housing revitalization business, the company primarily purchases used housing, including condominiums and detached houses, from the general used-housing distribution market and foreclosure market, renovates the properties, and sells them mainly through local real estate brokers to end users, principally first-time buyers. In its income-producing used-housing revitalization business, the company primarily purchases and resells entire rental apartment buildings for investment in the Tokyo metropolitan area. Other real estate businesses include real estate leasing and resort operations.
The synergies expected to be realized through execution of the transaction have not been reflected in the financial forecasts because they are difficult to estimate specifically at this time.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Eguchi Hisashi (江口久), 株式会社ヴェルディッシモ, Eguchi Etsuko (江口惠津子), Eguchi Naohiro (江口直宏), Chida Miho (千田美穂), Hagiwara Kana (萩原香菜), Konda Kumi (紺田久美) |
| Name of the Subject Company | e'grand Co.,Ltd |
| Business Description of the Subject Company | The target company operates primarily in the used-housing revitalization business. Its business consists of a single segment, the used-housing revitalization business. In its residential used-housing revitalization business, the company primarily purchases used housing, including condominiums and detached houses, from the general used-housing distribution market and foreclosure market, renovates the properties, and sells them mainly through local real estate brokers to end users, principally first-time buyers. In its income-producing used-housing revitalization business, the company primarily purchases and resells entire rental apartment buildings for investment in the Tokyo metropolitan area. Other real estate businesses include real estate leasing and resort operations. |
| Date of Establishment of the Subject Company | June 1989 |
| Type of Consideration | Cash |
| Tender offer price | ¥4,858 per common share. The tender offer price for stock acquisition rights is the amount obtained by multiplying ¥4,857 by the number of target company shares underlying each stock acquisition right. |
| Minimum number of shares to be purchased | 4,105,200 shares. No maximum number of shares to be purchased has been set. |
| Number of shares acquired | All shares of the target company, including shares delivered upon the exercise of these stock acquisition rights, excluding treasury shares held by the target company. The reference number of shares is 6,174,876, corresponding to 61,748 voting rights. |
| Voting rights ownership percentage | Before 0% → after 100% |
| Impact on Business Performance | The synergies expected to be realized through execution of the transaction have not been reflected in the financial forecasts because they are difficult to estimate specifically at this time. |
| Date of board resolution | 31 March 2026 |
| Contract Date | 31 March 2026 |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | Deloitte Tohmatsu LLC and 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee comprises 3 members: Tsuji Takashi (辻高史), Mochizuki Akiko (望月晶子), and Matsumoto Koichi (松本髙一). All are independent outside directors of the target company. The committee met a total of 20 times between 6 November 2025 and 30 March 2026. |
| Conditions Precedent to Execution | If the tender offer is completed but the target company cannot be made a wholly owned subsidiary, a squeeze-out procedure through a share consolidation is scheduled to be implemented after the tender offer. The share consolidation requires a special resolution at a shareholders' meeting. |
| Management structure after acquisition | The target company's future management structure has not been determined. The basic policy is to respect the current management structure, with the policy to be determined in consultation with the target company. In principle, the target company's employees are expected to remain employed. |
Items this document does not state (14)
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 objective is to strengthen the Seibu Group's real estate business and improve the target company's business-area coverage and profitability by mutually leveraging group financing, human resources and training programs, procurement routes and sales channels, and rental housing funds with e'grand Co.,Ltd. e'grand Co.,Ltd cited stable access to financing, the recruitment and development of human resources, succession of the business from the founder, and the stabilization of its management structure as reasons for the transaction.