ProjectHoldings, Inc.
Statement of Support for the Tender Offer by TX1 Co., Ltd. for Our Shares and Recommendation to Tender
Bidder TX1 has launched a tender offer to acquire the common shares and new share subscription rights of ProjectHoldings, Inc. with the aim of making it a wholly owned subsidiary. No upper limit is set; the lower threshold is 3,554,400 shares. An independent committee and independent advisors were appointed to ensure fairness to shareholders, and the premium offered is above the market average. Conditions such as abolition of shareholder benefits are also specified.
Key Figures
- Offer price: 2,200 yen
- Planned number of shares to be purchased: 3,554,400 shares
- Period: September 29, 2026〜November 11, 2026 (30 business days)
AI要約
Overview and Basic Terms of the TOB
TX1 is conducting a tender offer to acquire the common shares and the new share subscription rights of ProjectHoldings, Inc. with the objective of making the company a wholly owned subsidiary. The offer price for common shares is 2,200 yen. The lower threshold for the planned number of shares to be purchased is 3,554,400 shares; no upper limit is set. The period is 30 business days (2026/9/29–11/11). The new share subscription rights will be purchased for 1 yen.
Fairness and Process
Our company has expressed support for the tender offer and resolved at the Board of Directors to recommend that shareholders tender their shares. An independent special committee, a financial advisor and legal advisors have been appointed to implement procedures to ensure fairness. The share value was evaluated based on a valuation report from an independent third-party appraiser, and the premium was judged to be reasonable compared to the market average. No majority-of-the-minority condition was set, and emphasis was placed on information disclosure and transparency.
ProjectHoldings, Inc.
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