Raksul Inc.
(Amendment) Partial Change Regarding “Notice on the Implementation and Recommendation of Tender Offer for MBO”
R1 Inc. has extended the tender offer period for Raksul Inc. shares until March 10, 2026, conducting the purchase at a premium price of 1,900 yen per share. It also announced the conclusion of a subscription agreement with Keyrock Capital Master Fund, Ltd (8.72% ownership).
Key Figures
- Tender Offer Price: 1,900 yen (52.00% premium)
- Tender Offer Period: December 12, 2025 - March 10, 2026 (55 business days)
- Keyrock Owned Shares: 5,194,900 shares (8.72%)
AI要約
Overview and Changes of the Tender Offer
R1 Inc. commenced a tender offer for shares of Raksul Inc. on December 12, 2025, extending the tender offer period until March 10, 2026. The tender offer price is 1,900 yen per share, representing approximately a 52% premium over the closing price on the Tokyo Stock Exchange Prime Market. As part of this change, R1 Inc. has concluded a subscription agreement to tender all shares owned by Keyrock Capital Master Fund, Ltd, which holds 8.72% of shares, thereby deciding to apply all these shares to the tender offer.
Subscription Agreements and Future Schedule
In addition to the subscription agreement with Aspex Opportunity Master Fund (holding 4.47%), the tender offeror has also signed a subscription agreement with Keyrock Capital Master Fund, Ltd. This guarantees that all shares owned by both parties will be tendered, increasing the likelihood of the tender offer’s success. After the tender offer period ends, subject to fulfillment of conditions, a squeeze-out procedure will be conducted aiming for complete acquisition of all shares. The settlement start date has been rescheduled to March 17, 2026.
