Forum Engineering Inc.
Notice Regarding Share Buyback and Tender Offer for Treasury Shares
Forum Engineering Inc. has resolved to conduct a tender offer for treasury shares of 23,484,273 common shares (up to 43.96% of total issued shares) at 1,530 yen per share from March 3 to March 31, 2026.
Key Figures
- Planned Number of Shares to be Purchased: 23,484,273 shares (up to 43.96% of total issued shares)
- Tender Offer Price: 1,530 yen per share
- Tender Offer Period: March 3 to March 31, 2026 (20 business days)
AI要約
Overview of Share Buyback and Tender Offer
At the Board of Directors meeting held on March 2, 2026, the Company resolved, pursuant to the Companies Act and its Articles of Incorporation, to acquire treasury shares through a tender offer for treasury shares (this Tender Offer). The tender offer period is set for 20 business days from March 3 to March 31, 2026, with a purchase plan of 23,484,273 shares (up to 43.96% of total issued shares), and the tender offer price is set at 1,530 yen per share.
Background and Circumstances of this Transaction
This Tender Offer will be conducted conditional upon the successful completion of the tender offer by a third party for the Company’s shares and the effective reduction of capital resulting therefrom. It aims to acquire shares owned by the Company's largest shareholder, Latelle Holdings (19,735,800 shares, 37.07%), and shares from shareholders wishing to tender. The tender offer price is set 180 yen lower than the other party's tender offer price to account for the tax treatment of corporate shareholders, ensuring the net after-tax amount received by Latelle Holdings is balanced with other shareholders.
Fairness Assurance and Procedural Overview
Regarding this transaction, the Company, the third party tender offeror, and major shareholders have entered into basic agreements and application contracts, and an independent special committee has been established to ensure fairness. Valuations of share value were conducted by third-party evaluators Deloitte Tohmatsu and Yamada Consulting Group. The tender offer price is evaluated as including a reasonable premium. The tender offer period has been set longer than the statutory minimum of 20 business days, at 30 business days, ensuring opportunities for competitive bids.
Future Schedule and Impact
Settlement of this Tender Offer is scheduled to commence on April 22, 2026, with payments made in cash. After the purchase, squeeze-out procedures including share consolidation will be executed, and the Company’s shares are expected to be delisted from the Tokyo Stock Exchange Prime Market. Consequently, the Company will become a privately held company, which may lead to changes in financing methods and social credibility, although funding is expected to be possible by own funds and borrowings for the time being.
