SOFT99corporation
Notice of Opinion Expression (Reservation) Regarding the Tender Offer for Our Shares by ECM Master Fund SPV 3, an Other Related Party
The tender offeror ECM Master Fund SPV 3 holds 31.34% of our shares, with the tender offer price set at 4,100 yen per share. The board of directors has reserved its opinion, and a special committee is verifying fairness (as of 2026-01-23).
Key Figures
- Tender Offer Price: 4,100 yen / share
- Tender Offeror's Share Ownership Ratio: 31.34% (6,767,917 shares)
- Total Share Ownership Ratio of Tender Offeror Group: 36.14% (7,804,417 shares)
AI要約
Overview of the Tender Offer and Our Board of Directors' Response
The second tender offer for shares of Soft99 Corporation by ECM Master Fund SPV 3 has commenced, with the tender offer price set at 4,100 yen per share. The tender offeror already holds 31.34% of the shares. Our board of directors currently reserves its opinion on this tender offer and has appointed independent financial advisor KPMG FAS and legal advisor Nishimura & Asahi to conduct a verification of fairness. Additionally, to avoid conflicts of interest, an independent special committee has been established to carefully examine the objectives, terms, and fairness of the tender offer.
Future Outlook and Potential Delisting
If the tender offer succeeds, there is a possibility that our shares will be delisted from the Tokyo Stock Exchange Standard Market. Should the tender offeror group acquire more than two-thirds of the voting rights, squeeze-out procedures such as share purchase demands and share consolidation will be implemented, ultimately resulting in cash payments to minority shareholders equivalent to the tender offer price. We will continue to scrutinize whether this tender offer contributes to enhancing corporate value and securing shareholder interests, and will announce our opinion based on the special committee's recommendations.
