J.S.B.Co.,Ltd.
Notice of decision by Ursa 4 Co., Ltd. to initiate transfer of our share certificates, approval related to such share transfer requests, and scheduled delisting of our company’s shares
Ursa 4 has conducted a public tender for our shares, resulting in acquisition of our share certificates; holdings reach 92.91% leading to a special controlling stake. Transfer consideration is 9,000 yen per share and 1,735,000 yen per new share option, with delisting scheduled for September 2, 2026. To ensure fairness, an Independent Committee and third-party valuation bodies were engaged, and an auction process with multiple bidders was conducted. The final candidate is Warburg Pincus.
Key Figures
- Target shares: 19,737,531 shares (ownership 92.91%)
- Public tender offer price: 9,000 yen / share
- Price for purchasing new share options: 1,735,000 yen / option
- Scheduled delisting date: 2026 年9月2日
- Transfer date: 2026 年9月4日
AI要約
Background and decision
As a result of Ursa 4 Co., Ltd.’s public tender offering, we acquired 19,737,531 shares (92.91%), becoming a special controlling shareholder. We therefore approved the transfer of shares under the Companies Act and plan to delist. Consideration consists of 9,000 yen per share and 1,735,000 yen per new share option. To ensure fairness, an Independent Committee and third-party valuation bodies were established, and a multi-bidder auction process was conducted.
Fairness and future outlook
The Special Committee determined that this transaction will contribute to corporate value and shareholder利益, and recommended support and participation. Warburg Pincus was selected as the final candidate, and going forward, under a flexible governance framework, investments and development will be pursued toward sustainable growth. After delisting, there will be thorough settlement of consideration and shareholder protections.
J.S.B. (J.S.B.)
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