Leopalace21: K891 tender offer succeeds, eyes 63.35% stake

K891's tender offer for Leopalace21 shares and stock acquisition rights succeeded, drawing more tenders than the minimum required. K891 will buy all securities tendered.

• Tender breakdown: The offer received 206,999,370 ordinary shares and stock acquisition rights equivalent to 45,500 shares, for a total of 207,044,870 shares.
• Offer terms: K891 would not buy any shares if tenders fell short of the minimum 158,716,000 shares. There was no upper limit.

Payment for the tender offer will be made in cash. Proceeds will be remitted to tendering shareholders in sequence from the settlement start date. The result means K891 met the terms for buying all shares tendered, without an upper limit.

Once settlement is completed, K891 is expected to hold a majority of Leopalace21's voting rights and become its parent, major shareholder and largest shareholder. K892, K891's parent, will also qualify as a parent company, while Hikari Tsushin will become an affiliated company.

The tender offer results document puts the post-offer ownership ratio at 63.34%, while Leopalace21's notice on the shareholder change gives K891's voting-rights ownership at 63.35%. The figures use different calculation scopes or denominators, and both show K891 holding a majority. Chidori LLC previously owned 15.45% and tendered all its shares.

K891 plans a series of steps to leave Leopalace21 with only two shareholders: K891 and HIKARI TSUSHIN INVESTMENTS OKINAWA Co., Ltd. If implemented, the steps would result in Leopalace21 shares being delisted under the Tokyo Stock Exchange's delisting criteria.

• Next steps: K891 and Leopalace21 will discuss the details and announce them once decided.
• After delisting: Leopalace21 shares will no longer trade on the Tokyo Stock Exchange Prime Market.

The successful tender offer is one step toward taking the company private, including through a delisting. Investors will need to watch for further announcements on the treatment of shareholders who remain after settlement and the process and timing of the delisting.

Leopalace21 said it will proceed as planned with the transfer of shares in Asuka Small Amount and Short-Term Insurance, a specified subsidiary, but the insurer will remain a consolidated subsidiary. The initially expected change in specified subsidiary status will not occur.

• Buyer: Insurant Group, a consolidated subsidiary of Hikari Tsushin.
• Transaction: Shares in Asuka Small Amount and Short-Term Insurance will be converted into class shares, after which 373 voting A-class shares will be transferred. The voting-rights ratio after conversion will be 50.0%.
• Scheduled date: Nov. 6, 2026, the business day before the tender offer settlement start date.

Leopalace21 said it was informed by K891 that approval had been obtained for the buyer to become a major shareholder of a small-amount, short-term insurer. Asuka Small Amount and Short-Term Insurance is expected to remain a consolidated subsidiary after the transfer, so the correction means there will be no change in specified subsidiary status.