Japan Tender Offer (TOB) Rules: the 2026 30% Threshold, Offer Period, Squeeze-Outs and Delisting

What a TOB is

A tender offer (TOB, take-over bid; 公開買付け in Japanese) is a public offer, made outside the exchange, to buy a stated number of shares from all shareholders at a stated price during a stated period. Every tendering shareholder gets the same price. The rules are in Chapter II-2 of the Financial Instruments and Exchange Act (FIEA).

Bidders include strategic buyers, foreign companies, private equity funds, parent companies taking a listed subsidiary private, and management itself (MBO). A company can also buy back its own shares through a self-tender offer (自己株式の公開買付け).

When a tender offer is mandatory (from May 1, 2026)

FIEA amendments passed in 2024 took effect on May 1, 2026. A tender offer is now required for:

• Any purchase that takes the buyer above 30%, whether on or off the exchange. Under the old rules the threshold was one-third, and on-exchange trading was generally exempt.
• Off-exchange purchases from more than 10 sellers within 60 days that take the buyer above 5% (up to 30%), carried over from the old 5% rule.

Small top-ups by a holder already above 30% (an increase under 0.5%, among other conditions) can be exempt. The old "rapid acquisition" rule was abolished, since on-exchange buying is now covered by the 30% rule directly. Offers launched before May 1, 2026 stay under the old rules.

Timeline

A bidder may set a minimum (buy nothing if tenders fall short) and a maximum (partial offer). If the bidder would end up with two-thirds or more, it cannot cap the offer and must buy every share tendered.

After the offer: squeeze-out and delisting

When the goal is 100% ownership and delisting, some shareholders usually do not tender. The bidder then cashes them out under the Companies Act:

• 90% or more: a demand for cash-out (株式等売渡請求, Companies Act Article 179). The bidder demands the remaining shares directly; the target's board approves; no shareholder meeting is needed.
• Two-thirds to under 90%: usually a reverse stock split (株式併合), approved by a special resolution (two-thirds) at an extraordinary shareholders' meeting. Minority holdings become fractions of one share and are paid out in cash.

Under either route, shareholders who dispute the price can ask a court to determine it. Once delisting is decided, the Tokyo Stock Exchange designates the shares as securities to be delisted (整理銘柄), and the listing ends after a set period.

TDnet filings to watch

Kabuto collects these filings on the TOB list, each linked to the TDnet original.

Sources

• 金融庁 担当者解説: 公開買付制度・大量保有報告制度の見直し(金融法務事情 No.2270, 2025-11-25)
• 金融審議会 公開買付制度・大量保有報告制度等ワーキング・グループ 報告(2023-12-25)
• 金融商品取引法(e-Gov 法令検索)
• 会社法(e-Gov 法令検索)