Digital Hearts Holdings (3676) will hold an extraordinary shareholders' meeting on Nov. 20, 2026 to vote on a share consolidation that completes a ¥1,060-a-share management buyout, with its stock set to be delisted from the Tokyo Stock Exchange on Dec. 11.
Sandbox, a company wholly owned by Chairman Eiichi Miyazawa, who also serves as its representative director, ran a tender offer for Digital Hearts shares from Aug. 7 to Sept. 24. Upon settlement on Sept. 30, it held 11,187,236 shares, a 50.17% stake. The share consolidation is the follow-up step to make Sandbox the sole shareholder. The meeting will also vote on amending the articles of incorporation, including abolishing the share-unit provision.
Miyazawa first proposed ¥900 a share on July 15. After an independent special committee repeatedly pressed for more, including a request for ¥1,090 on July 30, he made a final offer of ¥1,060 on Aug. 3, which the committee accepted in principle on Aug. 6. The price was a 40.40% premium to the July 31 close of ¥755 and a 43.24% premium to both the one- and three-month average closing prices of ¥740.
Digital Hearts said rapid advances in AI could lower barriers to entry in the IT services sector and replace some labor-intensive work, and that going private would let it move quickly on AI-related R&D and capital spending, as well as alliances with and acquisitions of startups in Japan and abroad.
The board also resolved to cancel 1,591,998 treasury shares, or 6.66% of shares issued before the cancellation, on condition that the consolidation is approved. Total shares issued will fall to 22,298,802.
The meeting will be held at 3 p.m. at Tokyo Opera City Building in Shinjuku, Tokyo. The shares will be designated as Securities to Be Delisted from Nov. 20 to Dec. 10 and delisted on Dec. 11. The treasury shares are to be canceled on Dec. 14, and the share consolidation takes effect on Dec. 15.
| 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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