HYUGA PRIMARY CARE Co.,Ltd.
Notice: Announcement Regarding the Implementation of an MBO and Recommendations for Participation
Tender price of 2,110 yen for common stock and new stock acquisition rights; planned tender quantity 1,518,400 shares with aim of privatization through final share exchange and consolidation. Mr. Kuroki and others sign engagement and non-participation agreements, and a phased organizational restructuring plan including mergers, stock lending, and share buybacks with the MS Group and others. The final voting rights ratio will be announced subsequently.
Key Figures
- Tender price: 2,110 yen
- Tendered shares: 1,518,400 shares
- Tender period: September 28, 2026～November 10, 2026
AI要約
Overview of this public tender
This public tender is a management buyout (MBO) aimed at HYUGA PRIMARY CARE, with a tender price of 2,110 yen for ordinary shares and a separately defined tender price for stock acquisition rights. A lower limit of 1,518,400 shares is set, with no upper limit, and it will be conducted over approximately 30 business days. The tenderer plans to raise funds through JGIA Funds, etc. Engagement and non-participation agreements with Mr. Kuroki, and non-participation agreements with SCU and MS Group, will be concluded, and an organizational restructuring plan including final share exchange and consolidation is to be advanced.
Policy on organizational restructuring after this tender
After the tender succeeds, the structure will involve mergers, stock splits, treasury stock acquisitions, and stock exchanges so that the tenderer becomes a shareholder. A special shareholders meeting, announcement of the record date, and handling of fraction shares and monetary settlements are expected. Also planned are the treatment of non-participating shareholders (MS Group and Mr. Kuroki), stock lending arrangements and borrowing/return, and securing financing allowances.
HYUGA PRIMARY CARE Co.,Ltd.
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