The tender offer price by ECM Master Fund SPV 3 for our shares is 4,100 yen per share, with no upper or lower limits set on the number of shares to be purchased. The offer period is scheduled from January 22, 2026 to March 6, 2026. Our Board of Directors has resolved to support the offer and recommend shareholders to apply.<\/p>\n","protected":false},"comment_status":"open","ping_status":"closed","template":"","meta":{"Ticker":"","DATE":"","longName":"","company_name_ja":"","fullTimeEmployees":0,"address":"","phone":"","website":"","industry":"","sector":"","regularMarketPrice":0,"financialCurrency":"","marketCap":0,"fiftyTwoWeekLow":0,"fiftyTwoWeekHigh":0,"epsTrailingTwelveMonths":0,"epsForward":0,"bookValue":0,"totalRevenue":0,"OperatingIncome":0,"operatingMargins":0,"NetIncome":0,"profitMargins":0,"ebitda":0,"trailingPE":0,"forwardPE":0,"priceToBook":0,"returnOnEquity":0,"recommendationMean":0,"recommendationKey":"","targetMeanPrice":0,"numberOfAnalystOpinions":0,"analyst_earnings_data":"","dividendRate":0,"dividendYield":0,"payoutRatio":0,"totalEsg":0,"environmentScore":0,"socialScore":0,"governanceScore":0,"title":"","providerPublishTime":"","link":"","longBusinessSummary":"","longBusinessSummary_ja":"","quarterly_revenue":0,"quarterly_net_income":0,"quarterly_operating_profit":0,"enterprise_value":0,"company_officer_1_name":"","company_officer_1_title":"","company_officer_2_name":"","company_officer_2_title":"","company_officer_3_name":"","company_officer_3_title":"","company_officer_4_name":"","company_officer_4_title":"","company_officer_5_name":"","company_officer_5_title":"","company_officers_update_time":"","get_dividend_history_year1":0,"get_dividend_history_year2":0,"get_dividend_history_year3":0,"get_dividend_history_year4":0,"get_dividend_history_year5":0,"get_dividend_history_year6":0,"get_dividend_history_year7":0,"get_dividend_history_year8":0,"get_dividend_history_year9":0,"get_dividend_history_year10":0,"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"jir_stock_code":"4464","jir_company_name":"Soft99 Corporation","jir_importance":"\u2605\u2605\u2605\u2605\u2605","jir_publication_date":"2026-02-17","jir_source_link":"https:\/\/japanir.jp\/wp-content\/uploads\/2026\/02\/4464-20260217-01.pdf","jir_short_summary":"The tender offer price by ECM Master Fund SPV 3 for our shares is 4,100 yen per share, with no upper or lower limits set on the number of shares to be purchased. The offer period is scheduled from January 22, 2026 to March 6, 2026. Our Board of Directors has resolved to support the offer and recommend shareholders to apply.","jir_summary":"### Overview of the Tender Offer\nECM Master Fund SPV 3 holds 31.34% of our company\u2019s shares and commenced the first tender offer on September 16, 2025, acquiring 6,767,917 shares (31.34%). Since it was not possible to acquire more than two-thirds of voting rights after the first offer, a second tender offer (this tender offer) is being conducted at the same price of 4,100 yen. There are no upper or lower limits on the number of shares to be purchased, and the offer will be conducted from January 22, 2026 to March 6, 2026.\n\n### Opinion of Our Board of Directors and Establishment of Special Committee\nOur Board of Directors, giving full respect to the recommendation of an independent special committee, has determined that this tender offer contributes to enhancing corporate value. The Board unanimously, excluding directors with conflicts of interest, expresses support for the tender offer and recommends shareholders to apply. The special committee has confirmed the fairness, appropriateness, and procedural fairness and has opined that the transaction is a fair one for general shareholders.\n\n### Post-Tender Offer Policy and Impact\nIf the tender offer is successful and the tender offeror group\u2019s voting rights exceed two-thirds of total shareholders, and if all shares cannot be acquired, procedures such as a squeeze-out through share transfer requests or share consolidation will be conducted to privatize the company\u2019s shares. The tender offeror plans to respect the intentions of management while promoting measures to enhance corporate value, including strengthening corporate governance and revising incentive compensation systems.\n\n### Valuation of Share Value and Appropriateness of Tender Offer Price\nOur company commissioned KPMG, an independent third-party appraiser, to value the shares using the market stock price method (1,588 yen to 1,615 yen) and DCF method (2,320 yen to 2,893 yen). The tender offer price of 4,100 yen significantly exceeds the upper bound of these valuations and offers approximately a 154.7% premium over Takao Asset Management\u2019s tender offer price, making it fair and reasonable.\n\n### Elimination of Coercion and Market Check\nAlthough there is a theoretical concern of coercion since no lower limit is set for the number of shares to be purchased, the tender offeror is considering exit opportunities on equivalent terms for shareholders who do not apply. The tender offer period exceeds the legally minimum period and is set at 30 business days, allowing for indirect market checks.","jir_financial_highlights":"Tender Offer Price: 4,100 yen (Approximately 154.7% premium over Takao Asset Management\u2019s tender offer price (2,465 yen \u2192 2,680 yen))\nPlanned Number of Shares to be Purchased: 13,790,762 shares (No upper or lower limits set)\nTender Offer Period: From January 22, 2026 to March 6, 2026 (30 business days) (Unknown)","jir_category":"","jir_hashtags":"#Soft99Corporation, #TenderOffer, #TOB, #JapaneseStocks","jir_key_figures":"Tender Offer Price: 4,100 yen (per share)\nPlanned Number of Shares to be Purchased: 13,790,762 shares (no upper or lower limits)\nTender Offer Period: January 22, 2026 \u2013 March 6, 2026 (30 business days)","jir_meta_title":"Soft99 Corporation Supports ECM\u2019s Tender Offer at 4,100 Yen per Share and Recommends Application","jir_meta_description":"Soft99 Corporation\u2019s Board of Directors supports and recommends shareholders to apply for the tender offer by ECM Master Fund SPV 3. The offer price is 4,100 yen per share, with no upper or lower limits on the number of shares to be purchased, scheduled from January 22 to March 6, 2026.","jir_og_title":"Soft99 Corporation Supports and Recommends ECM\u2019s Tender Offer","jir_og_description":"The Board of Directors expressed support for the tender offer by ECM Master Fund SPV 3 and recommended shareholders to apply.","jir_og_image_url":"\/assets\/og\/company-general_ir.jpg","jir_chart_data_collection":"[]","ir_related_company":16714,"ir_release_date":"","ir_type":"","ir_is_new":false,"ir_document_url":"","jir_ir_type":"tender_offer","footnotes":""},"sector":[],"importance":[],"class_list":["post-29816","ir_release","type-ir_release","status-publish","hentry"],"yoast_head":"\n