A management buyout tender offer for Digital Hearts Holdings Co., Ltd. (3676) by Sandbox Co. has succeeded, with 11,187,236 shares tendered against a minimum of 5,922,743, leaving the buyer set to hold 50.17% of voting rights from Sept. 30, the company said on Sept. 25, 2026.
The offer ran from Aug. 7 to Sept. 24, 2026, and Sandbox will purchase all shares tendered. Sandbox, established on July 13, 2026 with capital of ¥500,000, is wholly owned and headed by Eiichi Miyazawa, Digital Hearts' representative director and chairman. Miyazawa holds 9,425,633 Digital Hearts shares, of which 500,000 were tendered.
Upon settlement starting Sept. 30, Sandbox will become Digital Hearts' parent company and largest major shareholder. Miyazawa will cease to be the largest shareholder but, together with the wholly owned Sandbox, will hold a majority of voting rights, becoming a controlling shareholder (excluding the parent company).
| Holder | Before | After |
|---|---|---|
| Sandbox | — | 111,872 votes (50.17%) |
| Miyazawa, direct | 94,256 votes (42.27%) | 89,256 votes (40.03%) |
| Miyazawa, incl. Sandbox | 94,256 votes (42.27%) | 201,128 votes (90.20%) |
Ratios are based on 222,988 voting rights tied to 22,298,804 shares, calculated as 23,890,800 shares issued as of June 30, 2026, less 1,591,996 treasury shares.
Because Sandbox did not acquire all shares, excluding Miyazawa's untendered shares and treasury stock, it plans to follow the procedures set out in Digital Hearts' Aug. 6, 2026 MBO announcement to make Sandbox and Miyazawa the only shareholders. Digital Hearts, currently listed on the Tokyo Stock Exchange's Prime Market, would then be delisted under the exchange's delisting criteria.
Settlement of the offer begins Sept. 30, 2026. Digital Hearts said it will announce the specific procedures and timing of the subsequent steps once decided in consultation with Sandbox.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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