Fuji Media Holdings, Inc.
Notice Regarding Receipt of Amendment Request to Large-Scale Purchase Act Statement
Mr. Aya Nomura announced in an amendment request that he plans a tender offer for up to 25 million shares of Fuji Media Holdings, Inc. at 4,000 yen per share, raising his ownership ratio to a maximum of 33.3%.
Key Figures
- Tender Offeror: Mr. Aya Nomura
- Target Company: Fuji Media Holdings, Inc. (Securities Code: 4676)
- Purchase Price: 4,000 yen/share
- Number of Shares to Acquire: Up to approximately 25 million shares
- Change in Ownership Ratio: Unknown → up to 33.3%
- Tender Period: 30 business days from purchase availability
- TOB Purpose: To increase the combined voting rights ratio of the offeror and related parties to up to 33.3%
AI要約
Overview of the Tender Offer
The tender offeror is Mr. Aya Nomura, and the target company is Fuji Media Holdings, Inc. (Securities Code: 4676). The tender offer price is set at 4,000 yen per share. The number of shares to be purchased, including those held by the offeror and their special affiliates—Renoh, Inc., S-Grant Corporation, and City Index First Co., Ltd.—is capped at approximately 25 million shares to ensure the voting rights ratio reaches up to 33.3%. The tender period will commence promptly once the purchase becomes possible under the company's response policy and will last for 30 business days. The purchase will be conducted via the tender offer and is subject to prior notification procedures regarding direct investment into Japan under the Foreign Exchange and Foreign Trade Act.
Purpose and Future Outlook
The purpose of this tender offer is not explicitly stated but involves raising the combined voting rights ratio of the offeror and related parties to a maximum of 33.3%. If a shareholder meeting resolution to activate countermeasures based on the company's response policy passes as an ordinary resolution, the offeror will not proceed with the purchase. Moreover, if the meeting resolution passes as a meeting of members (MOM) resolution but is rejected as an ordinary resolution, the offeror intends to file a provisional injunction petition and will not continue the purchase unless the injunction is denied. Furthermore, if the company initiates concrete preparations for a spin-off or full divestiture of its real estate business and announces a dividend policy with a DOE floor of 4%, the offeror will withdraw the statement of purpose and not proceed with the purchase. Going forward, a new information list will be provided to the offeror, and procedures will advance for the company's board of directors and shareholders to consider the details of the large-scale purchase act.