Worth reading
63In 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
63.34
Percentage of shares, etc. owned after the tender offer (%)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyLEOPALACE21 CORPORATION, MBK Partners' investment fund, NEC Capital Solutions Co., Ltd.'s investment fund
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.
TimelineThe spacing between the points is proportional to the actual number of days.
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 arrangementsLBO loans (up to ¥40 billion at K892 and up to ¥236 billion at K891)
Impact on Business Performance
Leopalace21's revenue and operating profit are not expected to be included in the consolidated P&L, but reflected as the share of profit or loss from investments accounted for under the equity method in relation to K892. The actual accounting treatment may change.
Procedures and assumptions
Conditions Precedent to ExecutionK892 is expected to receive investment from the co-investors by the settlement start date, and K891 is expected to become an affiliate rather than a subsidiary of Hikari Tsushin.
Management structure after acquisitionK891 will become a wholly owned subsidiary of K892, which is expected to have equity holdings of 34.0% by Hikari Tsushin, 33.0% by MBK Partners and 33.0% by NEC Capital Solutions. Leopalace21 will become a wholly owned subsidiary of K891 and an equity-method affiliate of Hikari Tsushin. Treatment of employees and change of corporate name: not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | LEOPALACE21 CORPORATION, MBK Partners' investment fund, NEC Capital Solutions Co., Ltd.'s investment fund |
| Name of the Subject Company | LEOPALACE21 CORPORATION |
| 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 | 207,044,870 shares, representing 2,070,448 voting rights |
| Voting rights ownership percentage | Before Tender offeror before the tender offer: -%; special related parties: 18.11% → after Tender offeror after the tender offer: 63.34%; special related parties: 18.11% |
| Funding arrangements | LBO loans (up to ¥40 billion at K892 and up to ¥236 billion at K891) |
| Impact on Business Performance | Leopalace21's revenue and operating profit are not expected to be included in the consolidated P&L, but reflected as the share of profit or loss from investments accounted for under the equity method in relation to K892. The actual accounting treatment may change. |
| Date of board resolution | 14 September 2026 |
| Execution Date / Effective Date | 9 November 2026 (scheduled settlement start date) |
| Conditions Precedent to Execution | K892 is expected to receive investment from the co-investors by the settlement start date, and K891 is expected to become an affiliate rather than a subsidiary of Hikari Tsushin. |
| Management structure after acquisition | K891 will become a wholly owned subsidiary of K892, which is expected to have equity holdings of 34.0% by Hikari Tsushin, 33.0% by MBK Partners and 33.0% by NEC Capital Solutions. Leopalace21 will become a wholly owned subsidiary of K891 and an equity-method affiliate of Hikari Tsushin. Treatment of employees and change of corporate name: not disclosed |
Items this document does not state (17)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee
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.To strengthen business ties with Leopalace21 through joint investment by Hikari Tsushin, MBK Partners' investment fund and NEC Capital Solutions' investment fund, increase Leopalace21's corporate value through diversified initiatives, and link this to an increase in Hikari Tsushin's corporate value.
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