Source disclosure: February 12, 2026

WAKACHIKU CONSTRUCTION CO.,LTD. [1888.T]

TOKYO — On February 12, 2026, Wakachu Construction Co., Ltd., represented by President Katsuhiko Uda and listed on the Tokyo Stock Exchange Prime Market under code number 1888, announced that its board of directors had endorsed an offer from AVC Equity Holdings LLC to acquire shares of the company. The board also recommended that shareholders make their own decisions regarding whether to tender their shares.

The company stated that during today's board meeting, it resolved to support AVC Equity Holdings LLC’s public tender offer for its common stock. Additionally, the board approved a capital business alliance agreement between Wakachu Construction and AVC Equity Holdings LLC, as well as Aso Corporation, which holds a 100% stake in AVC Equity Holdings LLC. This agreement aims to integrate Wakachu Construction into the Aso Group through this tender offer process.

AVC Equity Holdings LLC was established on December 24, 2021, with full funding from Aso Corporation. As of now, AVC Equity Holdings does not hold any shares of Wakachu Construction; however, its parent company, Aso Corporation, owns 5,424,200 shares (representing 42.63%) of Wakachu Construction. The tender offer is designed to acquire all the shares held by three major shareholders: Mitsui Sumitomo Trust Bank, Mitsui Sumitomo Bank, and Chiba Bank, totaling 1,071,262 shares (or 8.42%). These agreements ensure that AVC Equity Holdings will obtain these shares through the tender offer, thereby facilitating the integration of Wakachu Construction into the Aso Group.

The tender offer period has been set at the minimum legal duration of 20 trading days. If more than 1,071,262 shares are tendered, the excess will be acquired based on pro-rata distribution rules stipulated in Article 27, Paragraph 13, Item 5 of the Financial Instruments and Exchange Act and Cabinet Order No. 32 concerning the disclosure of share purchase offers by non-issuers. This measure ensures that the post-tender float ratio remains above the required level for continued listing on the Tokyo Stock Exchange Prime Market, currently estimated at 37.35%.

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