Announcement Regarding the Commencement of Tender Offer for Shares of BR Holdings Corporation (Securities Code: 1726)

Overview and Purpose of the Tender Offer

Yokogawa Bridge Holdings Corporation has decided to acquire all common shares and stock acquisition rights of BR Holdings Corporation through a tender offer aiming for full ownership. The minimum number of shares planned for acquisition is 29,659,800 shares (equivalent to 65.15% ownership). If the tendered shares are below the minimum, the acquisition will not proceed. There is no set upper limit. The acquisition price is 530 yen per share, and the offer period is 30 business days from February 5, 2026, to March 23, 2026.

Calculation of Acquisition Price and Fairness Assurance Measures

The acquisition price of 530 yen per share includes a 49.72% premium over the Tokyo Stock Exchange Prime Market closing price of 354 yen. This price was calculated based on multiple valuation methods (market stock price method, comparable company analysis, and DCF method) conducted by Mizuho Securities and Nomura Securities. The target company established an independent special committee to ensure fairness. The target company’s board of directors unanimously approved the tender offer and resolved to recommend shareholders and stock acquisition right holders to tender.

Post-Tender Offer Policy and Organizational Restructuring

Upon successful completion of the tender offer, the target company will become a wholly-owned subsidiary. The acquirer group plans to leverage its capital base and technological capabilities to expand business areas and enhance competitiveness. Following the acquisition, procedures such as squeeze-out through share purchase requests and stock consolidation will be conducted to privatize the target company’s shares. The employment and treatment of the target company’s employees are expected to be maintained basically as is.