Worth reading
73In 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
2200
Yen per common shareWording
Conditional
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.The percentage before the change is not stated in this document.
Date of board resolution28 September 2026
Contract Date28 September 2026 (the tender offer agreement and business alliance agreement)
Target company
The company primarily provides DX and AI consulting services.
Location Azabudai, Minato-ku, TokyoDate of incorporation January 2016
Consideration and expenses
Acquisition price¥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 the first through seventh series
Minimum number of shares to be purchased3,554,400 shares. No upper limit has been set
Tender offer period29 September 2026 to 11 November 2026 (30 business days)
Amount of extraordinary income (loss)The recording of an extraordinary loss is mentioned, but no amount is stated in this document. See the separate notice dated 28 September 2026
Impact on Business Performance
The synergies expected from the transaction are difficult to estimate specifically at this stage. Taking the company private may reduce and optimize listing-maintenance costs and other related costs to a certain extent
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and DCF method
Independent valuation institutionTrustees Advisory Co., Ltd.
Special CommitteeEstablished, comprising 3 independent outside directors: Yanagisawa Kazumasa (柳沢和正), Momosaki Yuji (桃崎有治) and Kawazoe Jo (川添丈)
Conditions Precedent to ExecutionAt least 3,554,400 shares, the minimum number of shares to be purchased, must be tendered. If fewer than the minimum are tendered, none of the tendered shares or other securities will be purchased. After completion of the tender offer, a squeeze-out is planned through a demand for the sale of shares or a consolidation of shares
Management structure after acquisitionThe basic policy is to retain the current management structure in principle and maintain employees' employment and terms and conditions. Incentive plans, including stock options for directors and employees, will also be considered. The details of the organizational structure have not been determined at this stage
| 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 primarily provides DX and AI consulting services. |
| Location of the Subject Company | Azabudai, Minato-ku, Tokyo |
| Date of Establishment of the Subject Company | January 2016 |
| Acquisition price | ¥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 the first through seventh series |
| Minimum number of shares to be purchased | 3,554,400 shares. No upper limit has been set |
| Tender offer period | 29 September 2026 to 11 November 2026 (30 business days) |
| Number of shares acquired | The actual number of shares to be acquired has not been determined. The minimum number of shares to be purchased is 3,554,400, equivalent to 35,544 voting rights |
| Voting rights ownership percentage | Before None held (no percentage stated) → after 65.17% (if the minimum number of shares to be purchased is acquired) |
| Amount of extraordinary income (loss) | The recording of an extraordinary loss is mentioned, but no amount is stated in this document. See the separate notice dated 28 September 2026 |
| Impact on Business Performance | The synergies expected from the transaction are difficult to estimate specifically at this stage. Taking the company private may reduce and optimize listing-maintenance costs and other related costs to a certain extent |
| Date of board resolution | 28 September 2026 |
| Contract Date | 28 September 2026 (the tender offer agreement and business alliance agreement) |
| Valuation methodology | Market price method, comparable company analysis and DCF method |
| Independent valuation institution | Trustees Advisory Co., Ltd. |
| Special Committee | Established, comprising 3 independent outside directors: Yanagisawa Kazumasa (柳沢和正), Momosaki Yuji (桃崎有治) and Kawazoe Jo (川添丈) |
| Conditions Precedent to Execution | At least 3,554,400 shares, the minimum number of shares to be purchased, must be tendered. If fewer than the minimum are tendered, none of the tendered shares or other securities will be purchased. After completion of the tender offer, a squeeze-out is planned through a demand for the sale of shares or a consolidation of shares |
| Management structure after acquisition | The basic policy is to retain the current management structure in principle and maintain employees' employment and terms and conditions. Incentive plans, including stock options for directors and employees, will also be considered. The details of the organizational structure have not been determined at this stage |
Items this document does not state (10)
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 amountExecution 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.The transaction is intended to leverage TechnoPro Group's customer base, sales capabilities, human resources and AI capabilities to expand contact points with new customers, increase project scale and strengthen its consultant base. Another reason is that taking the company private would reduce and optimize listing-maintenance costs and related management resources, allowing them to be redirected toward growth investments.
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