Source disclosure: February 04, 2026
Br.Holdings Corporation [1726.T]
TOKYO, Feb 4 (KRT) — BR Holdings Corporation, listed on the Tokyo Stock Exchange Prime Market under code 1726, announced today that its board of directors has endorsed and recommended shareholders tender their shares and subscription rights to Yokogawa Bridge Holding Co., Ltd. The recommendation follows a resolution by the company's board held earlier today.
The decision was made based on the assumption that Yokogawa Bridge Holding aims to acquire BR Holdings as a wholly-owned subsidiary through this public offer and subsequent procedures, which would result in the delisting of BR Holdings' stock. The board's endorsement and recommendation were reached after careful consideration of various factors including the strategic benefits and fairness of the offer price.
Yokogawa Bridge Holding is headquartered in Minato Ward, Tokyo, and operates primarily in strategy formulation, management, and technological research and development across its group companies. As of September 30, 2025, major shareholders include Japan Trustee Services Bank (Trust Account), Daiwa Corporate Trust Bank (Trust Account), Nippon Steel Corporation, and Yokogawa Electric Corporation among others, holding stakes ranging from 13.16% down to 1.14%.
Regarding the terms of the tender offer, Yokogawa Bridge Holding will purchase all outstanding ordinary shares of BR Holdings not owned by itself, excluding treasury stocks and those issued upon exercise of subscription rights, at JPY 530 per share. Additionally, it will buy all exercisable subscription rights at specified prices: JPY 105,800 each for the first, second, and third series of subscription rights, corresponding to issuance resolutions dated June 25, 2015, June 24, 2016, and June 23, 2017 respectively. These subscription rights have exercise periods extending until July 27, 2045; July 21, 2046; and July 24, 2047.
The minimum number of shares Yokogawa Bridge Holding plans to purchase is set at 29,659,800, representing approximately 65.15% of total outstanding shares. This figure ensures that the acquirer can secure sufficient voting power to pass necessary special resolutions post-acquisition, facilitating further organizational restructuring such as a merger aimed at consolidating ownership. If fewer than this amount are tendered, the entire offer may be canceled. Conversely, if more than this threshold are offered, all submitted shares and subscription rights will be purchased.
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