TX1 K.K., indirectly owned by Blackstone funds, said on Sept. 28 it will launch a tender offer for Tokyo Stock Exchange Growth-listed Project Holdings (9246) at ¥2,200 per share, aiming to make the company a wholly owned subsidiary, with its shares expected to be delisted.
TX1 was established on Sept. 3, 2026, and is wholly owned by TechnoPro Holdings, whose shares are indirectly held by funds managed, advised or operated by Blackstone Inc. or its affiliates. None of those entities currently holds shares or stock acquisition rights in Project Holdings.
The offer runs from Sept. 29 to Nov. 11, 2026, a period of 30 business days. TX1 will also buy the company's first through seventh series of stock acquisition rights at ¥1 per unit. The minimum tender is set at 3,554,400 shares, with no maximum; if only the minimum is tendered, TX1's ownership ratio would be 65.17%.
Project Holdings' board resolved on Sept. 28 to support the offer and recommend that shareholders tender their shares, while leaving the decision to holders of the stock acquisition rights. The resolution assumes TX1 will make the company a wholly owned subsidiary through subsequent procedures and that its shares will be delisted.
In a separate filing, Project Holdings cut its consolidated forecast for the year ending December 2026, issued on Feb. 13, citing about ¥270 million in advisory, legal and other offer-related costs to be booked as an extraordinary loss. Net profit attributable to owners of the parent is now projected at ¥150 million, down ¥190 million, or 55.9%, from ¥340 million. Earnings per share were cut to ¥28.18 from ¥63.87. Forecasts for sales of ¥6.6 billion, operating profit of ¥500 million and ordinary profit of ¥490 million were unchanged.
Next steps: The tender offer period ends on Nov. 11, 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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