Fujitsu Limited (TSE:6702) proposed to acquire BrainPad Inc. (TSE:3655) from a group of shareholders for ¥56.6 billion on October 30, 2025. A cash consideration of ¥56.58 billion valued at ¥2706 per share will be paid by Fujitsu Limited. As part of consideration, ¥56.58 billion is paid towards common equity of BrainPad Inc.

The transaction is subject to approval of merger agreement by target board and minimum tender of 13,883,800 shares. The Board of Directors of BrainPad Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board of BrainPad Inc. The tender offer will close on December 15, 2025.

Nomura Securities Co., Ltd. acted as financial advisor and fairness opinion provider for special committee of BrainPad Inc. Daiwa Securities Co. Ltd. acted as financial advisor and fairness opinion provider for Fujitsu Limited and as tender offer agent. Nagashima Ohno & Tsunematsu acted as legal advisor for BrainPad Inc. Mori Hamada & Matsumoto LPC acted as legal advisor for Fujitsu Limited.

Fujitsu Limited (TSE:6702) completed the acquisition of 86.30% stake in BrainPad Inc. (TSE:3655) from a group of shareholders for ¥48.8 billion on December 15, 2025. Fujitsu Limited received 18.044811 million shares in BrainPad Inc. during tender offer period and has achieved the minimum tender condition. The settlement of is scheduled to take place on December 22, 2025. The Master Trust Bank of Japan, Ltd. (Trust Account) and DisciPline Inc. have tendered all of their shares during the tender offer period.