Worth reading
72In 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
3554400
Shares (minimum number of shares to be purchased)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyTX1株式会社
Disclosing companyProjectHoldings,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 resolution28 September 2026
Contract Date28 September 2026 (tender offer agreement and business alliance agreement)
Execution Date / Effective DateA squeeze-out procedure is expected to be conducted after completion of the tender offer. The specific effective date is Not disclosed.
Target company
The company is primarily engaged in DX and AI consulting services. The ProjectHoldings,Inc. group’s business segments are Digital Transformation Business, DX × Technology Business, and DX × HR Business.
Location Azabudai, Minato-ku, TokyoDate of incorporation January 2016
Consideration and expenses
Acquisition priceTotal acquisition amount: Not disclosed. ¥2,200 per common share and ¥1 per stock acquisition right
Type of ConsiderationCash
Tender offer price¥2,200 per common share. ¥1 per stock acquisition right for each of Series 1 through Series 7
Minimum number of shares to be purchased3,554,400 shares
Tender offer periodFrom 29 September 2026 to 11 November 2026 (30 business days)
Amount of extraordinary income (loss)An extraordinary loss is expected to be recorded, but the specific amount and quarter of recognition are Not disclosed.
Impact on Business Performance
The synergies expected to be realized through the transaction have not been incorporated into the financial forecasts because they are difficult to estimate specifically at this time.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis, and discounted cash flow method. ProjectHoldings,Inc. obtained a share valuation report from Trustees Advisory Co., Ltd. The tender offeror did not obtain a third-party valuation report or fairness opinion and determined the tender offer price based on discussions and negotiations, among other factors.
Independent valuation institutionTrustees Advisory Co., Ltd.
Special CommitteeEstablished. The committee consists of 3 independent outside directors and other members: Kazumasa Yanagisawa (柳沢和正), Yuji Momosaki (桃崎有治), and Jo Kawazoe (川添丈). Kazumasa Yanagisawa (柳沢和正) serves as chair.
Conditions Precedent to ExecutionThe total number of tendered shares and other securities must be at least the minimum number of shares to be purchased, 3,554,400 shares. If the number is below the minimum, none of the tendered shares and other securities will be purchased. Following completion, a squeeze-out procedure is expected to be conducted to make ProjectHoldings,Inc. a wholly owned subsidiary.
Management structure after acquisitionProjectHoldings,Inc. is expected to become a wholly owned subsidiary of the tender offeror. The basic policy is to generally maintain ProjectHoldings,Inc.’s current management structure and preserve employee employment and terms of employment. The details of the organizational structure have not been determined at this time, and incentive plans such as stock options for officers and employees are also expected to be considered.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | TX1株式会社 |
| Name of the Subject Company | ProjectHoldings,Inc. |
| Business Description of the Subject Company | The company is primarily engaged in DX and AI consulting services. The ProjectHoldings,Inc. group’s business segments are Digital Transformation Business, DX × Technology Business, and DX × HR Business. |
| Location of the Subject Company | Azabudai, Minato-ku, Tokyo |
| Date of Establishment of the Subject Company | January 2016 |
| Acquisition price | Total acquisition amount: Not disclosed. ¥2,200 per common share and ¥1 per stock acquisition right |
| Type of Consideration | Cash |
| Tender offer price | ¥2,200 per common share. ¥1 per stock acquisition right for each of Series 1 through Series 7 |
| Minimum number of shares to be purchased | 3,554,400 shares |
| Tender offer period | From 29 September 2026 to 11 November 2026 (30 business days) |
| Number of shares acquired | The tender offeror intends to acquire all shares of ProjectHoldings,Inc. and all of the stock acquisition rights. The minimum number of shares to be purchased is 3,554,400 shares, representing 35,544 voting rights. |
| Voting rights ownership percentage | Before 0％ → after 65.17% (if the minimum number of shares to be purchased is acquired) |
| Amount of extraordinary income (loss) | An extraordinary loss is expected to be recorded, but the specific amount and quarter of recognition are Not disclosed. |
| Impact on Business Performance | The synergies expected to be realized through the transaction have not been incorporated into the financial forecasts because they are difficult to estimate specifically at this time. |
| Date of board resolution | 28 September 2026 |
| Contract Date | 28 September 2026 (tender offer agreement and business alliance agreement) |
| Execution Date / Effective Date | A squeeze-out procedure is expected to be conducted after completion of the tender offer. The specific effective date is Not disclosed. |
| Valuation methodology | Market price method, comparable company analysis, and discounted cash flow method. ProjectHoldings,Inc. obtained a share valuation report from Trustees Advisory Co., Ltd. The tender offeror did not obtain a third-party valuation report or fairness opinion and determined the tender offer price based on discussions and negotiations, among other factors. |
| Independent valuation institution | Trustees Advisory Co., Ltd. |
| Special Committee | Established. The committee consists of 3 independent outside directors and other members: Kazumasa Yanagisawa (柳沢和正), Yuji Momosaki (桃崎有治), and Jo Kawazoe (川添丈). Kazumasa Yanagisawa (柳沢和正) serves as chair. |
| Conditions Precedent to Execution | The total number of tendered shares and other securities must be at least the minimum number of shares to be purchased, 3,554,400 shares. If the number is below the minimum, none of the tendered shares and other securities will be purchased. Following completion, a squeeze-out procedure is expected to be conducted to make ProjectHoldings,Inc. a wholly owned subsidiary. |
| Management structure after acquisition | ProjectHoldings,Inc. is expected to become a wholly owned subsidiary of the tender offeror. The basic policy is to generally maintain ProjectHoldings,Inc.’s current management structure and preserve employee employment and terms of employment. The details of the organizational structure have not been determined at this time, and incentive plans such as stock options for officers and employees are also expected to be considered. |
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 ratioFunding arrangementsGoodwill amount
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 transaction is intended to create business synergies by applying TechnoPro Group's customer base, human resources, and AI- and DX-related management resources to ProjectHoldings,Inc., including developing new customers, expanding project scale, and strengthening its consultant base. ProjectHoldings,Inc. has also determined that it can rapidly strengthen its sales platform, human resources base, and AI capabilities.
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