Hulic Co. (3003) will launch a ¥295-per-share tender offer for its 50.87%-owned subsidiary Riso Kyoiku Group Co. (4714) to make it wholly owned, with the offer running from Oct. 14 to Nov. 26, 2026.
Hulic, which owns 86,885,599 Riso Kyoiku shares and consolidates the company, set no maximum on the offer. The minimum is 26,646,601 shares, or a 15.60% ownership ratio; if tenders fall short, Hulic will buy none. The floor was set so that Hulic's post-offer voting rights, plus those of restricted shares held by Riso Kyoiku directors, reach two-thirds of the total.
Hulic will also buy the target's stock-compensation-type stock acquisition rights at ¥8,820 per unit for the first series and ¥2,940 per unit for the second through sixth series.
Riso Kyoiku's board resolved on Oct. 13 to support the offer and recommend that shareholders and rights holders tender. Hulic signed an agreement with the second-largest shareholder, educational corporation Surugadai Gakuen, to tender all 10,333,700 shares it holds, a 6.05% ownership ratio. Hulic plans to fund the transaction with its own funds.
Riso Kyoiku runs the TOMAS one-on-one tutoring schools and the Shingakai early childhood education business through group companies. Hulic entered children's education through a capital and business alliance with Riso Kyoiku in September 2020 and made it a consolidated subsidiary in 2024. Hulic said full ownership would speed decision-making and deepen synergies, adding that rising capital-market calls to review parent-subsidiary listings also prompted the deal. Together with Tokyo Kyoikuken, operator of University of Tokyo entrance-exam school Tetsuryokai, which joined the group in July 2026, Hulic's education services will span early childhood through top-tier university entrance exams.
The tender offer runs from Oct. 14 to Nov. 26, 2026, or 30 business days. If Hulic does not acquire all shares, it plans a squeeze-out through a demand for share cash-out or a share consolidation after the offer is completed.
| 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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