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 (the Transaction)Counterparty千鳥合同会社
Disclosing companyHIKARI TSUSHIN,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 resolution14 September 2026
Contract Date14 September 2026
Execution Date / Effective DateBy the settlement commencement date of the tender offer, the tender offeror is expected to cease to be a subsidiary of 光通信 and become an associate. The specific settlement commencement date and the effective date of the final absorption-type merger are Not disclosed
Target company
The company operates in the rental, senior-care and other businesses. In the rental business, it leases and manages properties owned by the company and properties under master lease agreements, undertakes the construction of apartments and other buildings, performs repair and maintenance work, provides corporate housing agency services, real estate brokerage, rent guarantees, broadband services for residents, electricity supply services and small-amount, short-term insurance, among other services. In the senior-care business, it operates fee-based nursing homes, group homes, day-care centers and other care-related facilities. In the other businesses, it mainly provides services for residents and users, operates solar power generation facilities, and conducts other peripheral businesses related to the existing businesses of the target company group.
Date of incorporation August 1973
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥1,000 per common share. ¥99,900 per Series 2, Series 3, Series 4 and Series 6 stock acquisition 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 arrangementsAn equity investment from the parent company of the tender offeror, together with borrowings from Mizuho Bank, Ltd., SBI Shinsei Bank, Limited and Deutsche Bank AG, Tokyo Branch
Impact on Business Performance
The impact of this tender offer on the company’s consolidated results will be immaterial. If a revision to the earnings forecasts becomes necessary, the company will promptly disclose it.
Procedures and assumptions
Valuation methodologyMarket price average method, market price standard method, comparable company method, comparable corporate method and discounted cash flow method (DCF method)
Independent valuation institutionSBI SECURITIES CO., LTD., Mizuho Securities, 株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee comprises 4 members: Watanabe Akira (渡邊顯氏), Shibata Takumi (柴田拓美氏), Ishii Kan (石井歓氏), all independent outside directors of the target company, and Shimohigashi Ichitaka (下吹越一孝氏), an independent outside audit & supervisory board member of the target company.
Conditions Precedent to ExecutionSubject to the completion of this tender offer and other conditions, the tender offeror is expected to receive an equity investment from its parent company and bank borrowings. A special resolution at an extraordinary general meeting of the target company’s shareholders is required for the consolidation of shares following completion of the tender offer.
Management structure after acquisitionThe target company will become a wholly owned subsidiary of the tender offeror, after which an absorption-type merger is planned, with the tender offeror as the surviving company and the target company as the absorbed company. 光通信, the MBKP Fund and the NECCS Fund have entered into a shareholders’ agreement that includes rights to nominate directors and audit & supervisory board members of the parent company of the tender offeror, the tender offeror and the target company. The employment and treatment of the target company’s existing employees are generally expected to remain unchanged. The new corporate name and specific representative are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | 千鳥合同会社 |
| Name of the Subject Company | LEOPALACE21 CORPORATION |
| Business Description of the Subject Company | The company operates in the rental, senior-care and other businesses. In the rental business, it leases and manages properties owned by the company and properties under master lease agreements, undertakes the construction of apartments and other buildings, performs repair and maintenance work, provides corporate housing agency services, real estate brokerage, rent guarantees, broadband services for residents, electricity supply services and small-amount, short-term insurance, among other services. In the senior-care business, it operates fee-based nursing homes, group homes, day-care centers and other care-related facilities. In the other businesses, it mainly provides services for residents and users, operates solar power generation facilities, and conducts other peripheral businesses related to the existing businesses of the target company group. |
| Date of Establishment of the Subject Company | August 1973 |
| Type of Consideration | Cash |
| Tender offer price | ¥1,000 per common share. ¥99,900 per Series 2, Series 3, Series 4 and Series 6 stock acquisition 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) |
| Number of shares acquired | The minimum number of shares planned to be purchased is 158,716,000, corresponding to 1,587,160 voting rights. There is no maximum, and all shares, etc. tendered will be purchased if the number tendered is at least the minimum. |
| Voting rights ownership percentage | Before 18.11% (光通信 Group) → after At least 66.36% after the purchase at the minimum number planned, including shares held by specially related parties / ultimately 100% (wholly owned subsidiary status planned) |
| Funding arrangements | An equity investment from the parent company of the tender offeror, together with borrowings from Mizuho Bank, Ltd., SBI Shinsei Bank, Limited and Deutsche Bank AG, Tokyo Branch |
| Impact on Business Performance | The impact of this tender offer on the company’s consolidated results will be immaterial. If a revision to the earnings forecasts becomes necessary, the company will promptly disclose it. |
| Date of board resolution | 14 September 2026 |
| Contract Date | 14 September 2026 |
| Execution Date / Effective Date | By the settlement commencement date of the tender offer, the tender offeror is expected to cease to be a subsidiary of 光通信 and become an associate. The specific settlement commencement date and the effective date of the final absorption-type merger are Not disclosed |
| Valuation methodology | Market price average method, market price standard method, comparable company method, comparable corporate method and discounted cash flow method (DCF method) |
| Independent valuation institution | SBI SECURITIES CO., LTD., Mizuho Securities, 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee comprises 4 members: Watanabe Akira (渡邊顯氏), Shibata Takumi (柴田拓美氏), Ishii Kan (石井歓氏), all independent outside directors of the target company, and Shimohigashi Ichitaka (下吹越一孝氏), an independent outside audit & supervisory board member of the target company. |
| Conditions Precedent to Execution | Subject to the completion of this tender offer and other conditions, the tender offeror is expected to receive an equity investment from its parent company and bank borrowings. A special resolution at an extraordinary general meeting of the target company’s shareholders is required for the consolidation of shares following completion of the tender offer. |
| Management structure after acquisition | The target company will become a wholly owned subsidiary of the tender offeror, after which an absorption-type merger is planned, with the tender offeror as the surviving company and the target company as the absorbed company. 光通信, the MBKP Fund and the NECCS Fund have entered into a shareholders’ agreement that includes rights to nominate directors and audit & supervisory board members of the parent company of the tender offeror, the tender offeror and the target company. The employment and treatment of the target company’s existing employees are generally expected to remain unchanged. The new corporate name and specific representative are Not disclosed |
Items this document does not state (11)
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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)
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 principal reasons are to use the 光通信 Group’s products and customer base with respect to the properties managed by LEOPALACE21 and their residents, thereby expanding new sources of revenue and channels for acquiring residents, improving relationships with property owners, and strengthening the structure of the development business. Another reason cited is that delisting LEOPALACE21 would allow medium- to long-term structural reforms to proceed without being affected by short-term share-price movements or operating results.
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