Source disclosure: February 20, 2026
BROTHER INDUSTRIES,LTD. [6448.T]
TOKYO — Brother Industries, Ltd., represented by President Koji Ikeuchi (code: 6448, listed on Tokyo Stock Exchange Prime and Nagoya Stock Exchange Premier), announced today that it has filed an amended tender offer notice to correct certain items in its previously submitted tender offer application and announcement regarding its public offering of shares in Mutoh Holdings Co., Ltd. (code: 7999).
Brother Industries made this decision following receipt of notifications from Japan's Fair Trade Commission on February 18, 2026, which included a notice waiving exclusion measures and another shortening the prohibition period. The company had initiated the tender offer process on February 5, 2026, after resolving to acquire ordinary shares of Mutoh Holdings through a public tender offer during a board meeting held on February 4, 2026.
The amendments include changes to conditions under which the tender offer could be withdrawn. According to Article 14 of the Financial Instruments and Exchange Act Enforcement Order, if any of the specified matters occur, such as significant decisions affecting the distribution of surplus funds or self-share acquisitions by Mutoh Holdings before the settlement date of the tender offer, Brother Industries may withdraw the tender offer. Specifically, these conditions apply when the amount distributed does not exceed 10 percent of the net assets recorded in the most recent fiscal year-end balance sheet. Additionally, if material false statements are found in statutory disclosure documents previously submitted by Mutoh Holdings, or if similar events happen within important subsidiaries, Brother Industries might also consider withdrawing the tender offer.
Furthermore, should Brother Industries receive prior notification from the Fair Trade Commission about measures to exclude certain actions, including disposal of all or part of the target shares, transfer of part of the business, or other equivalent disposals, the tender offer could be withdrawn. This applies even if the pre-notification period for such measures has not expired, or if Brother Industries faces an urgent injunction request due to suspected violations of the Anti-monopoly Law.
These modifications do not alter the buyout terms defined under Article 27, Paragraph 3, Item 1 of the Financial Instruments and Exchange Act. Underlined sections indicate where changes have been made.
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