Announcement of Commencement of Tender Offer by TX1 Inc. for Shares of ProjectHoldings, Inc. (Securities Code: 9246)

Overview and Purpose of the TOB

The commencement of a tender offer by TX1 Inc. for the shares and other securities of ProjectHoldings, Inc. has been announced. The purpose of this tender offer is to make the target a wholly owned subsidiary. The offer period is from September 29, 2026 to November 11, 2026 (30 business days). The purchase price is 2,200 yen per common share and 1 yen per warrant. The planned number of shares to be purchased is 5,693,559 shares, and the minimum number of shares to be purchased is 3,554,400 shares. Major shareholders of the target include SBH (SBI Holdings), Yunosuke Doi, and DY Fund No.1, who have indicated their intention to tender their shares to this offer. The bidder plans to consider share consolidation and squeeze-out procedures after the tender offer.

Ensuring Fairness and Independence and Price Determination Process

An independent financial advisor (SBI Securities) and an independent third-party valuation firm (Trusties) were appointed and a stock valuation report was obtained. The valuation used the market price method, comparable listed companies method, and DCF method, yielding ranges of 1,049-1,110 yen, 942-1,332 yen, and 1,913-2,496 yen respectively. The final TOB price is 2,200 yen. An independent special committee was established and submitted an opinion to ensure the fairness of the transaction terms. The decision to proceed with the TOB and whether to maintain listing status are being carefully considered.