$IX · ORIX CORP
ORIX Corporation announced its subsidiary OPI IT Holdings Corporation commenced a tender offer for all common shares of Internetworking & Broadband Consulting Co., Ltd. (IBC, TSE: 3920) to make it a wholly owned subsidiary. The offer price is JPY 1,490 per share, with a total purchase price of JPY 6,497 million for up to 4,360,641 shares (minimum 2,508,200 shares, 45.13% ownership). Largest shareholder and CEO Hiroyuki Kato (37.14%) agreed to tender all 2,064,200 shares, while Plus Fuji (9.00%) and Hikari Tsushin Group (12.54%) will not tender and will instead sell to IBC via a treasury share acquisition after a share consolidation.
- Offer price JPY 1,490 per share; total purchase price JPY 6,497 million.
- Minimum purchase 2,508,200 shares (45.13% ownership); no maximum.
- CEO Hiroyuki Kato (37.14%) agreed to tender all 2,064,200 shares.
- Plus Fuji (9.00%) and Hikari Tsushin Group (12.54%) will not tender, selling via treasury share acquisition.
- IBC board resolved to support and recommend the tender offer.
Markets closed — no regular-session reaction yet; extended-hours move not captured here.
ORIX is executing a full take-private of a Tokyo-listed IT monitoring software firm to build an end-to-end IT infrastructure life-cycle business.
ORIX positions IT/information services as a focus area in its domestic Investment and Operation business, combining IBC's "System Answer" monitoring software with HC Networks' network integration.
Treasury share acquisition prices (JPY 1,195 for Plus Fuji, JPY 1,388 for HTIO) differ from the tender price, raising fairness considerations the Offeror addresses via after-tax equivalence.