Source disclosure: February 13, 2026

TAKARA BIO INC. [4974.T]

TOKYO, Feb 13 (Kyodo) - Takara Bio Inc., listed on the Tokyo Stock Exchange's Prime Market under code number 4974, announced Monday that its board of directors has endorsed and recommended to shareholders the tender offer by its controlling shareholder, Hattori Holdings Corp.

The resolution was made during a board meeting held today, where the company expressed support for the public offering initiated by Hattori Holdings aimed at acquiring all outstanding shares of Takara Bio not already owned by the parent company. The board also encouraged shareholders to participate in this tender offer. This decision is based on the assumption that Hattori Holdings intends to fully consolidate Takara Bio as a wholly-owned subsidiary through this process, which would subsequently lead to the delisting of Takara Bio's stock.

Hattori Holdings, headquartered in Kyoto City, operates several businesses including the management and indirect service provision for group companies, real estate leasing, and other related activities. As of December 31, 2025, the capital stock of Hattori Holdings stood at 13.226 billion yen. The company was established on September 6, 1925. According to recent data, significant stakeholders include Japan Trustee Services Bank with a 9.34 percent shareholding, followed by CGML PB Client Account/Collateral with 7.98 percent.

Regarding the relationship between Takara Bio and Hattori Holdings, the latter currently owns 73.35 million shares of Takara Bio, representing approximately 60.91 percent of the total issued shares. Six out of nine members of Takara Bio's board of directors have ties to Hattori Holdings either as former employees or affiliates. Additionally, there exist various business dealings between the two entities involving property leases, trademark usage rights, and IT-related services.

In terms of the tender offer itself, Hattori Holdings has set the price per share at 1,150 yen. The minimum number of shares it aims to acquire is 6.927 million, corresponding to a stake of 5.75 percent. If fewer than this amount of shares are tendered, Hattori Holdings will not proceed with any purchases. However, if more than the minimum threshold is offered, they intend to purchase all submitted shares up to the point of full acquisition, excluding those already held by themselves and self-held shares by Takara Bio. The tender period for this offer began on February 13, 2026.

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