Source disclosure: February 04, 2026
BROTHER INDUSTRIES,LTD. [6448.T]
TOKYO, Feb 4 (Kyodo) -- Brother Industries Ltd., represented by President Kazufumi Ikeda and code-named 6448 on the Tokyo Stock Exchange Prime Market and Nagoya Stock Exchange Premier, announced today that its board of directors has approved a tender offer to acquire all outstanding shares of MUTOH Holdings Co., Ltd. (code: 7999), listed on the Tokyo Stock Exchange Standard Market.
The tender offer aims to fully consolidate MUTOH Holdings as a subsidiary through a series of transactions known as "the transaction." As of now, Brother Industries does not own any shares of MUTOH Holdings. The company plans to commence this public offering following agreements reached with several shareholders of MUTOH Holdings. These include TCS-1 Investment Business Limited Partnership, TCS-2 Investment Business Limited Partnership, TCS-3 L.P., TCS-4 L.P., and Toyoei Industry Co., Ltd., collectively referred to as "agreement shareholders," who together hold approximately 41.68% of MUTOH Holdings' total issued shares.
Brother Industries set a minimum acceptance target of 3,042,700 shares, representing 66.29% of MUTOH Holdings' total issued shares excluding treasury stocks. If fewer than these shares are tendered, Brother Industries will not purchase any shares. However, if more than the minimum number is tendered, it intends to buy all submitted shares. This threshold was determined based on the requirement under Japan's Companies Act for a two-thirds majority vote to approve a share consolidation process post-tender, which is necessary to fully integrate MUTOH Holdings as a subsidiary.
Additionally, MUTOH Holdings' board of directors expressed support for the tender offer during their meeting held today. They have recommended that shareholders tender their shares in response to the offer from Brother Industries. Details regarding the decision-making process within MUTOH Holdings can be found in their press release titled "Announcement of Support for Public Offering by Brother Industries and Recommendation for Shareholders to Participate."
Brother Industries also outlined plans to implement squeeze-out procedures should the tender offer fall short of acquiring all outstanding shares. These measures aim to ensure full integration of MUTOH Holdings as a wholly-owned subsidiary. The company remains committed to executing the transaction smoothly and efficiently while adhering to regulatory requirements and ensuring fairness for all stakeholders involved.
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