HHH1 GK, indirectly owned by funds managed, advised or operated by Hillhouse Investment Management, Ltd., will launch a tender offer at ¥2,020 per share for TSE Growth-listed Circlace Inc. (5029) to make it a wholly owned subsidiary, with Circlace's board endorsing the bid and recommending that shareholders tender.
The offer runs from Oct. 23 to Dec. 7, 2026, a period of 30 business days. There is no maximum; the minimum is 2,970,800 shares, which would give the bidder a 66.67% stake based on a fully diluted total of 4,456,145 shares. Circlace's 1st, 3rd, 4th and 6th series stock acquisition rights will be bought at ¥1 per unit, and the board left the decision on whether to tender those rights to their holders.
The bidder has signed tender agreements with Circlace's largest shareholder, Pasona Group Inc., covering all 1,440,000 shares it holds (32.31%), and with second-largest shareholder TQUILA LIMITED, covering all 1,372,600 shares it holds (30.80%).
HHH1 GK was established on April 10, 2025, and is wholly owned by Inspire APAC Holdings Pte. Ltd., which is indirectly wholly owned by Hillhouse-managed funds. Hillhouse, Inspire APAC and HHH1 held no Circlace shares or stock acquisition rights as of the announcement date. Hillhouse was founded in 2005 and made its first investment in Japan in 2009.
Next steps: The bidder will file its tender offer registration statement on Oct. 23, 2026, and the offer period ends Dec. 7. If the offer succeeds, the bidder plans subsequent procedures to make Circlace wholly owned, and Circlace's shares are expected to be delisted.
| 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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