CUC Inc. (9158) said on Sept. 25, 2026 it agreed with JG44 not to tender any of its 840,000 shares in HYUGA PRIMARY CARE (7133) into JG44's tender offer, and will instead end up holding 11.09% of JG44's voting rights to keep an indirect stake in HYUGA.
JG44 is making the tender offer for HYUGA PRIMARY CARE's common shares and stock acquisition rights. HYUGA announced the same day that it is conducting a management buyout and recommends that shareholders tender, as part of taking its shares private.
CUC said it had held the stake to enhance the corporate value of both groups. After a careful internal review of JG44's proposal, it concluded that the transaction's boost to HYUGA's corporate value would also support CUC's medium- to long-term shareholder value.
Under the agreement, CUC will tender and sell part of its HYUGA shares into a self-tender offer HYUGA plans to carry out after JG44's bid. Once a squeeze-out and related steps are completed, a share exchange with JG44 as the wholly owning parent will leave CUC holding 11.09% of JG44's voting rights, continuing its indirect investment in HYUGA.
HYUGA, based in Kasuga, Fukuoka Prefecture, runs home-visit pharmacy operations among other businesses. As of end-March 2026, CUC held 11.77% of HYUGA, behind HYUGA's representative director and president with 19.03% and general incorporated association Hyuga with 12.61%. M3, Inc. held 9.80% and M3 Career, Inc. 7.01%.
CUC said the transaction will have no impact on its consolidated profit or loss for the fiscal year ending March 2027, and it expects equity attributable to owners of the parent to increase by ¥176 million on completion.
Next steps: JG44's tender offer is scheduled to run Sept. 28-Nov. 10, 2026, with settlement starting Nov. 17. HYUGA's self-tender offer is scheduled for Nov. 18-Dec. 16.
| 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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