Source disclosure: February 04, 2026
MUTOH HOLDINGS CO.,LTD. [7999.T]
TOKYO, Feb 4 (Kyodo) - Mutoh Holdings Co., Ltd., represented by President and CEO Yasuhiko Isobe, announced today that its board of directors has endorsed and recommended to shareholders a tender offer made by Brother Industries Ltd. for the company's ordinary shares.
The decision was made during a board meeting held on February 4, 2026, under the assumption that Brother Industries aims to fully acquire Mutoh Holdings through this public tender offer process, leading to delisting of Mutoh Holdings' shares from the Tokyo Stock Exchange Standard Market. The board resolution also includes measures to ensure the fairness of the tender price and avoid conflicts of interest, including approval from all independent directors without any vested interests.
Brother Industries, headquartered in Nagoya, Aichi Prefecture, is a diversified manufacturing company engaged in various sectors such as printing solutions, industrial printing, machinery, and personal/home products. As of September 30, 2025, its capital stock stood at 19.209 billion yen. Key shareholders include Nippon Life Insurance Company with a stake of 3.5%, Sumitomo Life Insurance Company holding 1.78%, and Mitsubishi UFJ Trust and Banking Corporation managing several trusts with significant holdings.
Regarding the tender offer itself, Brother Industries plans to commence the tender offer on February 4, 2026, targeting all outstanding ordinary shares of Mutoh Holdings listed on the Tokyo Stock Exchange Standard Market, excluding self-held shares. The tender offer price per share is set at 7,626 yen. According to the terms of the offer, Brother Industries will commit to purchasing all shares tendered if the total number exceeds 3,042,700 shares, representing approximately 66.29% of the outstanding shares after excluding treasury stocks. However, if the number falls short of this threshold, no purchases will be made.
In preparation for the tender offer, Brother Industries has already entered into tender agreements with major shareholders, including TCS-1, TCS-2, TCS-3, TCS-4 investment funds, and Toei Seizo Co., Ltd., collectively referred to as "the subscribing agreement parties," securing their commitment to tender their combined 41.68% ownership in Mutoh Holdings. These arrangements form a critical part of Brother Industries’ strategy to achieve full control over Mutoh Holdings.
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