Hulic Co. will launch a tender offer at ¥295 per share for cram-school operator Riso Kyoiku Group (4714), in which it already holds a 50.87% stake, aiming to make it a wholly owned subsidiary; Riso Kyoiku's board endorsed the bid and recommended that shareholders tender.
There is no maximum on the offer; the minimum is 26,646,601 shares, which would lift Hulic's ownership ratio to 66.56%. Riso Kyoiku's shares are expected to be delisted after the offer and subsequent procedures. The offer also covers six series of stock-compensation share subscription rights, at ¥8,820 per unit for the first series and ¥2,940 per unit for the second through sixth.
Hulic, which owns, leases, sells and brokers real estate, currently holds 86,885,599 Riso Kyoiku shares and consolidates the company as a subsidiary. The two signed a capital and business alliance agreement on Sept. 29, 2020, and Riso Kyoiku leases its offices and sites in its Kodomo Depart children's education buildings from the Hulic group.
Riso Kyoiku said that, conditional on the offer succeeding, it will scrap its year-end dividend for the fiscal year ending February 2027, previously forecast at ¥10 per share. No interim dividend had been planned. Hulic set the offer price on the premise that neither dividend would be paid.
Separately, Riso Kyoiku reported first-half results for March 1-Aug. 31, 2026, and left its full-year forecast unchanged:
| Item | H1 | YoY | FY forecast |
|---|---|---|---|
| Net sales | ¥17.583 billion | +4.9% | ¥35.640 billion |
| Operating profit | ¥1.663 billion | +113.4% | ¥2.875 billion |
| Net profit attributable to owners of parent | ¥911 million | +65.1% | ¥1.700 billion |
Next steps: the tender offer runs from Oct. 14 to Nov. 26, 2026, a period of 30 business days. Riso Kyoiku plans to file its semi-annual report on Oct. 14, 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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