Press release from the issuing company (dated February 4, 2026):
Notice Regarding Commencement of Tender Offer for Shares of MUTOH HOLDINGS CO., LTD. (Securities Code: 7999)
BROTHER INDUSTRIES, LTD. (the “Offeror”) hereby announces that it has resolved, at the board of directors meeting held today, to acquire the shares of common stock (the “Target’s Stock”) of MUTOH HOLDINGS CO., LTD. (securities code: 7999, listed on the Standard Market of the Tokyo Stock Exchange, Inc. (the “TSE”); the “Target”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25, 1948, as amended; the “Act”) as described below.
- Purposes of the Tender Offer
(1) Outline of the Tender Offer
The Offeror resolved, at its board of directors meeting held today, to implement the Tender Offer as part of a series of transactions to make the Target a wholly-owned subsidiary (the “Transaction”) by acquiring all of the Target’s Stock listed on the Standard Market of the TSE (excluding treasury shares held by the Target). As of today, the Offeror does not hold any share of the Target’s Stock.
In order to implement the Tender Offer, the Offeror entered into tender support agreements today with each of the following counterparties, all of which are managed and operated by Integral Corporation (“Integral”), an independent private equity investment company that invests in listed and unlisted companies in Japan, through its subsidiary: (i) TCS1 Investment Limited Partnership, the tenth largest shareholder of the Target (“TCS-1”) (number of shares held: 39,014 shares; Shareholding Ratio (Note 1): 0.85%); (ii) TCS-2 Investment Limited Partnership, the largest shareholder of the Target (“TCS-2”) (number of shares held: 741,179 shares; Shareholding Ratio: 16.15%); (iii) TCS-3 L.P., the third largest shareholder of the Target (“TCS-3”) (number of shares held: 408,498 shares; Shareholding Ratio: 8.90%); (iv) TCS-4 L.P., the second largest shareholder of the Target (“TCS-4”; TCS-1, TCS-2, TCS-3, and TCS-4 collectively, the “TCS Funds”) (number of shares held: 432,827 shares; Shareholding Ratio: 9.43%); and (v) HOEI JITSUGYO CO.,LTD., the fourth largest shareholder of the Target (Note 2) (“HOEI JITSUGYO”; the TCS Funds and HOEI JITSUGYO collectively, the “Tendering Shareholders”), in which Mr. Yoshiyuki Takayama, a director of the Target, and his younger brother, Mr. Masahiro Takayama, each hold 50% of the voting rights (including indirect holdings) (number of shares held: 291,350 shares; Shareholding Ratio: 6.35%) (the tender support agreement entered into with the TCS Funds and HOEI JITSUGYO are hereinafter referred to as the “Tender Support Agreement (TCS Funds)” and the “Tender Support Agreement (HOEI JITSUGYO),” respectively, and the Tender Support Agreement (TCS Funds) and the Tender Support Agreement (HOEI JITSUGYO) collectively, the “Tender Support Agreement”). Under these agreements, the Tendering Shareholders agreed that if the Tender Offer commences, they will tender all of their shares of the Target’s Stock (total number of shares held: 1,912,868 shares; total Shareholding Ratio: 41.68%) in the Tender Offer. For an outline of the Tender Support Agreement, please refer to “(I) Tender Support Agreement (TCS Funds)” and “(II) Tender Support Agreement (HOEI JITSUGYO)” under “(6) Matters concerning material agreements relating to the Tender Offer” below.
(Note 1) “Shareholding Ratio” refers to the ratio (rounded to two decimal places; hereinafter the same applies in the calculation of the Shareholding Ratio) to the number of shares (4,589,644 shares; the “Base Number of Shares”) obtained by deducting the number of treasury shares held by the Target as of December 31, 2025 (465,174 shares) from the total number of issued and outstanding shares of the Target as of the same date (5,054,818 shares), both as stated in the “Summary of Consolidated Business Results for FY2025 Q3 (Based on Japanese GAAP)” published by the Target today (the “Target’s Summary Securities Report”).
(Note 2) HOEI JITSUGYO conducted the 2024 Tender Offer (as defined in “(II) Decision-making process leading to and grounds for the opinion in favor of the Tender Offer by the Target” under “(2) Background and purposes of the Tender Offer and decision-making process leading to the implementation of the Tender Offer, and management policy after the Tender Offer” below) jointly with the TCS Funds.
