A unit of Hikari Tsushin, Inc. (9435) ended its ¥1,000-a-share tender offer for Leopalace21 Corp. (8848) on Oct. 30, and Hikari Tsushin plans to hold 34.0% of the voting rights in joint holding company K892, making Leopalace21 an equity-method affiliate rather than a consolidated subsidiary.
The offer by K891 ran for 30 business days from Sept. 15 to Oct. 30 at ¥1,000 per common share and ¥99,900 per unit for the 2nd, 3rd, 4th and 6th series of stock acquisition rights. It sought up to 267,668,014 shares, with a minimum of 158,716,000 shares and no maximum. Shareholders designated as non-tendering, led by top shareholder UH Partners 2 Investment LPS, held a combined 59,188,200 shares.
Based on the results, K891's wholly owning parent, K892, will receive investment through a third-party allotment from funds served by MBK Partners or its affiliates and from a fund run by OHANAPANA, a wholly owned subsidiary of NEC Capital Solutions Ltd. K891 will then cease to be a Hikari Tsushin subsidiary and become an affiliate.
| Item | Planned |
|---|---|
| Hikari Tsushin voting stake in K892 | 34.0% |
| MBK Partners voting stake in K892 | 33.0% |
| NEC Capital Solutions voting stake in K892 | 33.0% |
| K892 LBO loan | Up to ¥40.0 billion |
| K891 LBO loan | Up to ¥236.0 billion |
Hikari Tsushin said the assets and liabilities of Leopalace21, K891 and K892 will not be added to its consolidated balance sheet, so the deal's interest-bearing debt will not be a consolidated liability. Leopalace21's sales and operating profit will not be consolidated and will instead be reflected as equity-method investment gains or losses related to K892. The company said the actual accounting treatment may change.
Next steps: Hikari Tsushin's co-investment in K892 is to be completed by the settlement start date of the offer, when K891 becomes an affiliate. After the offer is completed, K891 is to make Leopalace21 a wholly owned subsidiary.
| 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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