The Carlyle Group Inc. (NasdaqGS:CG) agreed to acquire TRYT Inc. (TSE:9164) from Life Science & Digital Health Co. Limited and others for ¥88 billion on June 10, 2025. The offer price is ¥880 per share, and the minimum number of shares to be purchased is 6,666,700 shares. The tender offer is set to begin on June 11, 2025, and will run until July 23, 2025 There is no maximum limit specified, which means the Offeror intends to purchase all shares tendered if the minimum threshold is met. The Special Committee consisted of independent outside directors of the Company, namely Maiko Ono, Goro Nishimoto, and Hiroyuki Izutsu. The committee was tasked with reviewing whether to proceed with the Transactions and making recommendations to the Board of Directors, as well as examining whether the Board's decision on the Transactions would be disadvantageous to the Company's minority shareholders The Offeror aims to make TRYT Inc. a wholly-owned subsidiary through a series of transactions, including a reverse share split and a private transfer of shares from LSDH, the largest shareholder. If the tender offer does not result in acquiring all shares, a reverse share split will be conducted, followed by a private transfer of shares from LSDH to the Offeror. The private transfer price is set at ¥870 per share, slightly lower than the tender offer price, to facilitate the completion of the tender offer. The tender offer is conducted under Japanese law, and there are specific considerations regarding U.S. regulations and other international legal restrictions. The announcement includes disclaimers about forward-looking statements and the legal framework governing the tender offer.

The expected completion of the transaction is July 23, 2025. Nomura Securities Co., Ltd. act as transfer agent for TRYT Inc. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. as financial advisor, Mori Hamada & Matsumoto LPC as legal advisor for The Carlyle Group Inc.