JG44, an acquisition vehicle wholly owned by a JGIA-managed fund, will launch a ¥2,110-per-share tender offer for HYUGA PRIMARY CARE Co., Ltd. (7133) as part of a management buyout to take the company private.
JG44 was established on Sept. 4, 2026, and is wholly owned by JGIA No. 3 Investment Limited Partnership, which is managed and operated by JGIA. President Kuroki, the largest shareholder with 1,357,200 shares, or 18.27%, plans to keep running the company after the deal. HYUGA PRIMARY CARE's board endorsed the offer and recommended that shareholders and holders of stock acquisition rights tender, on the premise that its shares will be delisted.
| Item | Figure |
|---|---|
| Common share | ¥2,110 per share |
| 3rd and 4th series stock acquisition rights | ¥1,150,800 per unit |
| 5th series stock acquisition rights | ¥1,015,800 per unit |
| Minimum tender | 1,518,400 shares (no maximum) |
Kuroki agreed to tender 864,128 shares and hold back the rest, while Hyuga, a general incorporated association that manages Kuroki's assets, will not tender its 900,000 shares. CUC, M3 and M3 Career agreed not to tender any of their holdings. Shares that will not be tendered total 3,433,072, or 46.22%. These shareholders also agreed to back the squeeze-out proposals at an extraordinary shareholders' meeting if the offer succeeds.
Conditional on the offer's success, HYUGA PRIMARY CARE plans a self-tender offer as the second step of the deal to buy back 646,928 shares, or 8.71%, of the 2,040,000 shares held by CUC, M3 and M3 Career.
The tender offer runs Sept. 28-Nov. 10, 2026 (30 business days), with Daiwa Securities as tender offer agent and settlement starting Nov. 17. The self-tender offer is scheduled to begin Nov. 18, 2026.
| 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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