Source disclosure: February 03, 2026
SANKO SANGYO CO.,LTD. [7922.T]
TOKYO, Feb 3 (Kyodo) - Sanko Sangyo Co., Ltd., represented by President and CEO Masakazu Ishii, announced today that its board has approved and recommended to shareholders the tender offer initiated by Baron Corporation as part of a management buyout (MBO). The company's code number is 7922.
The decision was made during a board meeting held on February 3, 2026, where the directors expressed their support for Baron Corporation's public tender offer for Sanko Sangyo's ordinary shares. Additionally, they urged shareholders to participate in this tender offer. This resolution assumes that the company's shares will be delisted following the completion of the tender process.
Baron Corporation, established on January 13, 2026, aims to acquire and hold Sanko Sangyo's securities as its primary business activity. As of February 3, 2026, Baron Corporation is wholly owned by its representative director, Masakazu Ishii, who also serves as Sanko Sangyo's president and CEO. Ishii holds an additional 55,700 shares (0.71%) directly but does not include these in his total holdings due to indirect ownership through the company's executive shareholding association.
Regarding the terms of the tender offer, Baron Corporation proposes to purchase each ordinary share of Sanko Sangyo at 726 yen per share. The board's recommendation is based on several factors including the strategic benefits of the MBO, which aims to privatize all outstanding shares except those held by the company itself. According to the agreement, Baron Corporation has already secured commitments from major shareholder S.W.S. Corp., which owns 851,000 shares (10.91%), and from Ishii himself regarding the majority of his holdings, excluding certain restricted shares. Together, these agreements cover approximately 11.61% of the total outstanding shares.
Sanko Sangyo's board believes that the proposed price reflects fair value given current market conditions and the long-term prospects of the company under new ownership structures. The detailed agreements between Baron Corporation and key stakeholders such as S.W.S. Corp. and Ishii are outlined further in the announcement, providing transparency around the transaction's execution.
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