Source disclosure: February 04, 2026
Yokogawa Bridge Holdings Corp. [1726.T]
TOKYO, Feb 4 (Kyodo) - Yokogawa Bridge Holdings Corp., represented by President Kazuhiko Takada and listed under code number 5911 on the Tokyo Stock Exchange Prime Market, announced today that its board has approved a tender offer to acquire all outstanding shares of BR Holdings Co. (code number 1726), as well as certain convertible securities, aiming to fully integrate BR Holdings as a subsidiary.
The company's decision was made following a resolution passed during a board meeting held on February 4, 2026. The tender offer is intended to secure all ordinary shares of BR Holdings listed on the Tokyo Stock Exchange Prime Market, excluding self-held shares, along with all convertible securities known as "new share subscription rights." According to information provided by BR Holdings, there were 1,360 exercisable new share subscription rights as of December 31, 2025, which could potentially convert into 272,000 additional shares of BR Holdings.
Yokogawa Bridge Holdings aims to purchase a minimum of 29,659,800 shares, representing 65.15% ownership, through this tender offer. Should fewer than this amount be tendered, the entire offer will not proceed. Conversely, if more than the minimum threshold is offered, Yokogawa Bridge Holdings intends to accept all submitted shares. This target figure is derived from calculating two-thirds of the voting rights associated with the benchmark share count of 45,524,628 shares, minus restricted stock options owned by five directors totaling 690,000 shares.
Furthermore, the company has reached verbal agreements with several shareholders who collectively own approximately 11.26 percent of BR Holdings' shares. These include family members and associates of the late former president Kimitada Fujita, such as Ayanoko Fujita, Yukiyo Fujita, Shoeko Ahato, Moe Fujita, TouShow Asset Management Corporation, Keiko Fujita, Kohei Fujita, Mayuko Fujita, and Yuka Endo. Additionally, an agreement has been reached with the legal heirs of Mr. Fujita regarding his holdings, including 1,889,800 shares and 700 new share subscription rights.
These agreements ensure that a significant portion of BR Holdings' equity will participate in the tender process, thereby facilitating Yokogawa Bridge Holdings' strategic objective of achieving full control over BR Holdings post-takeover. The tender offer is expected to pave the way for subsequent organizational restructuring measures aimed at consolidating BR Holdings as a wholly-owned subsidiary.
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