Tosuke Sagawa, Chairman and Hiroshi Shinohara, Director of Joban Kaihatsu made an offer to acquire the remaining 99.86% stake in Joban Kaihatsu Co., Ltd. (JASDAQ:1782) from Joban Kosan Co.,Ltd. (TSE:9675) and other shareholders for ¥6.1 billion on November 13, 2020. Under the terms of the offer, the buyers will acquire 0.78 million shares in Joban Kaihatsu for ¥7,800 per share in cash. As of January 22, 2021, the offer per share was revised to ¥9,000 per share in cash. The transaction will be funded from borrowings from Mizuho Bank Ltd. amounting to ¥6.5 billion. Tosuke Sagawa and Hiroshi Shinohara intends to make Koban Kaihatsu a private company upon completion. Upon completion, Hiroshi Shinohara will be the Director of Joban Kaihatsu. The transaction is subject to a minimum tender of 0.52 million shares or 66.67% stake. The deal was unanimously approved by the Board of Directors of Joban Kaihatsu. If the offer is successful but failed to acquire all of the shares of Joban Kaihatsu, Tosuke Sagawa and Hiroshi Shinohara will conduct a squeeze out procedure for the acquisition of the remaining shares. An independent committee consisting of Tomoyuki Yokoyama, Akira Nishida and Daizo Ota was established for the offer. The offer will commence on November 16, 2020 until December 28, 2020. As of December 25, 2020, offer will commence on November 16, 2020 until January 25, 2021. As of January 22, 2021, offer will last until February 9, 2021. TMI Associates acted as an independent legal advisor in the transaction. Mizuho Securities Co., Ltd acted as tender purchase agent in the transaction.

Tosuke Sagawa, Chairman and Hiroshi Shinohara, Director of Joban Kaihatsu completed the acquisition of additional 66.87% stake in Joban Kaihatsu Co., Ltd. (JASDAQ:1782) from Joban Kosan Co.,Ltd. (TSE:9675) and other shareholders for ¥4.7 billion on February 9, 2021. Total 0.5 million shares tendered as a result of the transaction. Joban Kosan tendered all 0.1 million shares for ¥900 million.