Hakuhodo DY Holdings Inc (TSE:2433) proposed to acquire 78.78% stake in Digital Holdings, Inc. (TSE:2389) from Atsushi Nouchi and others for ¥27.1 billion on September 11, 2025. A cash consideration valued at ¥1970 per share will be paid by Hakuhodo DY Holdings Inc. Hakuhodo DY has also executed a Share Purchase Agreement pursuant to which, subject to the successful completion of the Tender Offer, Atsushi Nouchi agreed to tender 885,000 shares, representing 4.74% and all of the Company Shares he will acquire upon the exercise of all of his Stock Acquisition Rights (3,000 units) (300,000 shares, 1.61%). Noboru Hachimine agreed to tender 5000 shares, (0.03% and all of the Company Shares he will acquire upon the exercise of all of his Stock Acquisition Rights (2,000 units) (200,000 shares, 1.07%). While Noboru Hachimine will not tender its HIBC's 4,520,200 shares, representing 24.20%, Time & Space will not tender its 400,800 shares, representing 2.15% in tender offer. The minimum shares to be purchased are 7,572,454 shares in tender offer. The Board of Directors of Digital Holdings, Inc. formed a special committee for the transaction. The tender offer will start on September 12, 2025 and will close on October 28, 2025. The settlement of tender offer will commence on November 5, 2025. With this tender offer, Hakuhodo DY Holdings Inc will expect the synergies of Establishment of a stronger digital marketing structure, Further strengthening of new account development capability, Enhancement of value provided to customers, Expansion of customer base and Sustainable cost optimization. As of the document dated October 28, 2025 the tender offer period has been extended from October 28, 2025 to November 12, 2025. The Tender Offeror commenced the Tender Offer on September 12, 2025 and Subsequently, on November 12, 2025, the Tender Offeror decided to extend the Tender Offer Period until November 27, 2025.
Mizuho Securities Co., Ltd. acted as financial advisor for Digital Holdings, Inc. SMBC Nikko Securities Inc. acted as financial advisor for Hakuhodo DY Holdings Inc. Nagashima Ohno & Tsunematsu acted as legal advisor for Digital Holdings, Inc. Mori Hamada & Matsumoto LPC acted as legal advisor for Hakuhodo DY Holdings Inc. SMBC Nikko Securities Inc is the tender offer agent to Digital Holdings, Inc.
Hakuhodo DY Holdings Inc (TSE:2433) completed the acquisition of 26.50% stake in Digital Holdings, Inc. (TSE:2389) from Atsushi Nouchi and others for ¥9.3 billion on December 4, 2025.
HAKUHODO DY HOLDINGS INCORPORATED is a Japan-based advertising holding company that is mainly engaged in the provision of marketing solution as a marketing service company. The Company is engaged in the development of marketing strategies and marketing related plans, the management of advertising media, including newspapers, magazines, radios, televisions, Internet and outdoor advertisements, the production of advertisements and the operation of sales promotion, public relations and events in domestic and overseas markets.
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