To all parties concerned.
November 18, 2025
Company name Hakuhodo DY Holdings Inc. Representative Yasuo Nishiyama
Representative Director & President
(Code number 2433, TSE Prime Market)
Inquiries Daisuke Hara
Executive Manager, Investor Relations Division
(Tel: +81-3-6441-9033)
(Amendment) Notice Regarding Partial Amendment to the ‘Notice Regarding the Commencement of the Tender Offer for Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389)’ Following the Submission of the Amended Statement to the TenderOffer Registration StatementHakuhodo DY Holdings Inc. (the “Tender Offeror”) resolved at its Board of Directors meeting held on September 11, 2025 to acquire share certificates of DIGITAL HOLDINGS, INC. (Prime Market of Tokyo Stock Exchange, Inc., Securities Code: 2389, the “Target Company”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the “Act”), and commenced the Tender Offer on September 12, 2025. On November 18, 2025, in order to increase the likelihood of the successful completion of the Tender Offer, the Tender Offeror decided to change the minimum number of share certificates, to be purchased from 7,572,454 shares (ownership ratio: 40.55%) to 4,607,448 shares (ownership ratio: 24.67%), to change the Tender Offer Price from JPY 1,970 to JPY 2,015, the 9th Series Stock Acquisition Right Purchase Price from JPY 79,100 to JPY 83,600, and the 10th Series Stock Acquisition Right Purchase Price from JPY 95,400 to JPY 99,900, and to extend the tender offer period until December 3, 2025, making the total period 54 business days (the “Amendment to the Tender Offer Conditions”). Accordingly, certain matters described in the Tender Offer Registration Statement submitted on September 12, 2025 (including matters amended by the Amended Statement to the Tender Offer Registration Statement submitted on October 28, 2025 and November 12, 2025; hereinafter the same), require correction. Therefore, the Tender Offeror will submit an Amended Tender Offer Registration Statement under Article 27-8, paragraph (2) of the Act and hereby announces the following revisions to the Notice Regarding Commencement of Tender Offer for Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389) dated September 11, 2025 (including matters amended by the “(Amendment) Notice Regarding Partial Amendment to the ‘Notice Regarding the Commencement of the Tender Offer for Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389)’ Following the Submission of the Amended Statement to the Tender Offer Registration Statement” announced on October 28, 2025 and the “(Amendment) Notice Regarding Partial Amendment to the ‘Notice Regarding the Commencement of the Tender Offer for Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389)’ Following the Submission of the Amended Statement of the Tender Offer Registration Statement” announced on November 12, 2025):
The parts that are to be revised are underlined.
1. Purpose of the Tender Offer
(1) Outline of Tender Offer (Before revisions)
As stated in “A. Background, Purpose, and Decision-Making Process Leading to the Decision by the Tender Offeror to Implement the Tender Offer” in “(2) Background, Purpose, and Decision-Making Process Leading to the Decision to Implement the Tender Offer and Management Policy Following the Tender Offer” below, the Tender Offeror received a proposal from the Shareholders Agreeing to Tender Their Shares, in light of tax considerations, regarding a structure under which all of the HIBC Target Company Shares and all of the Time and Space Target Company Shares would not be tendered in the Tender Offer, and instead, following the completion of the Tender Offer, the Tender Offeror would acquire the HIBC Shares and the Time and Space Shares from the Shareholders Agreeing to Tender Their Shares through the Share Transfer. The Tender Offeror believes that, even under the Share Transfer, it will be able to indirectly acquire all of the Non-Tendered Shares through the Shareholders Agreeing Not to Tender Any Shares, thereby achieving the purpose of the Transaction. Further, given that each of the Shareholders Agreeing Not to Tender Any Shares will, on or before the date of the Share Transfer (the “Share Transfer Date”), ensure that all assets and liabilities other than the Non-Tendered Shares and interest-bearing debt are succeededto a newly established company separately incorporated by Mr. Atsushi Nouchi (the “Incorporated Split Company”) through an incorporation-type company split (the “Incorporation-type Company Split”), or, from the perspective of efficiently carrying out the succession procedures, to 3i Inc. (the “Absorption-type Split Successor Company”), a company separately incorporated by Mr. Noboru Hachimine before the commencement of the Tender Offer, where he serves as Representative Director, through an absorption-type company split (the “Absorption-type Company Split”)., as a result of which they will become asset management companies that hold no assets or liabilities other than the Non-Tendered Shares and interest-bearing debt as of the Share Transfer Date, the Tender Offeror has held repeated discussions with the Shareholders Agreeing to Tender Their Shares on matters such as the acquisition price and acquisition method of the HIBC Shares and the Time and Space Shares. As a result, upon confirming the details of the assets and liabilities other than the Non-Tendered Shares owned by the Shareholders Agreeing Not to Tender Any Shares as of the Share Transfer Date, the Tender Offeror has determined that the transfer price to be paid by the Tender Offeror to Mr. Noboru Hachimine for the HIBC Shares (the “HIBC Share Transfer Price”) will enable HIBC to receive economic value equivalent to the amount it would have received if it had tendered the HIBC Target Company Shares in the Tender Offer, and that likewise, the transfer price to be paid by the Tender Offeror to Mr. Atsushi Nouchi for the Time and Space Shares (the “Time and Space Share Transfer Price”) will enable Time and Space to receive economic value equivalent to the amount it would have received if it had tendered the Time and Space Target Company Shares in the Tender Offer. Accordingly, the Tender Offeror believes that neither of these arrangements contravenes the principle of single conditions for the tender offer price prescribed in Article 27-2, paragraph (3) of the Act and Article 8, paragraph (3) of the Cabinet Order. The HIBC Share Transfer Price is expected to be an amount equal to (i) the number of HIBC Target Company Shares multiplied by the Tender Offer Price per Target Company Share in the Tender Offer (JPY 1,970 per share) (JPY 8,904,794,000 in total) (the “Tender Offer Price”), minus (ii) the book value of HIBC’s liabilities as of the Share Transfer Date (approximately JPY 3,456 million) and the tax liabilities scheduled to be paid by HIBC after the execution of the Share Transfer. In that case, given that HIBC is an asset management company whose purpose is to own and manage the Target Company Shares, the HIBC Share Transfer Price will be substantially the same as the consideration that would have been received if HIBC had tendered its Target Company Shares in the Tender Offer, and the Tender Offeror has determined that the transaction is economically reasonable (Note 5). In addition, on the
same date as the execution of the Share Transfer, the rights and obligations relating to the business of HIBC that owns the Target Company Shares (the “HIBC Target Company Shareholding Business”), namely, the Non-Tendered Shares of HIBC and its interest-bearing liabilities that were not succeeded to by the Absorption-type Split Successor Company through the Absorption-type Company Split, are scheduled to be succeeded to the Tender Offeror by way of a simplified absorption-type company split (the “HIBC Absorption-type Company Split”). Further, the Time and Space Share Transfer Price is also expected to be an amount equal to (i) the number of Time and Space Target Company Shares multiplied by the Tender Offer Price (JPY 1,970 per share) (JPY 789,576,000 in total), minus (ii) the book value of Time and Space’s liabilities as of the Share Transfer Date (approximately JPY 381 million) and the tax liabilities scheduled to be paid by Time and Space after the execution of the Share Transfer. In that case, given that Time and Space is an asset management company whose purpose is to own and manage the Target Company Shares, the Time and Space Share Transfer Price will be substantially the same as the consideration that would have been received if Time and Space had tendered its Target Company Shares in the Tender Offer, and the Tender Offeror has determined that the transaction is economically reasonable (Note 6). In addition, on the same date as the execution of the Share Transfer, the rights and obligations relating to the business of Time and Space that owns the Target Company Shares (together with the HIBC Target Company Shareholding Business, the “Target Company Shareholding Business”), namely, the Non-Tendered Shares of Time and Space and its interest-bearing liabilities that were not succeeded to by the Incorporated Split Company through the incorporation-type company split, are scheduled to be succeeded to the Tender Offeror by way of a simplified absorption-type company split (the “Time and Space Absorption-type Company Split,” and together with the HIBC Absorption-type Company Split, the “Simplified Absorption-type Company Splits”).
The Tender Offeror has set the minimum number of shares to be purchased in the Tender Offer at 7,572,454 shares (ownership ratio: 40.55%), and if the total number of Share Certificates tendered in the Tender Offer (the “Tendered Share Certificates”) is less than the minimum number of shares to be purchased (7,572,454 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates. On the other hand, since the Tender Offeror intends to acquire all of the Target Company Shares (including the Target Company Shares to be delivered upon exercise of the Stock Acquisition Rights, but excluding the Non-Tendered Shares and the treasury shares owned by the Target Company) and all of the Stock Acquisition Rights in the Tender Offer, with the objective of making the Target Company a wholly owned subsidiary of the Tender Offeror, no maximum number of shares to be purchased has been set. Accordingly, if the total number of Tendered Share Certificates is equal to or greater than the minimum number of shares to be purchased (7,572,454 shares), the Tender Offeror will purchase all of the Tendered Share Certificates. Although, under the terms of issuance of the Stock Acquisition Rights, the acquisition of the Stock Acquisition Rights by transfer requires the approval of the Board of Directors of the Target Company, the Target Company resolved at its Board of Directors meeting held on September 11, 2025 to grant a blanket approval, subject to the completion of the Tender Offer, for the transfer to the Tender Offeror of only those Stock Acquisition Rights that the Stock Acquisition Rights Holders have actually tendered in the Tender Offer.
The minimum number of shares to be purchased in the Tender Offer (7,572,454 shares) is the number of shares (6,182,454 shares) equivalent to a majority of the number of shares (12,364,907 shares,
rounded up to the nearest whole number) obtained by deducting the Tendered Shares (1,390,000 shares) and the Non-Tendered Shares (4,921,000 shares) from the Total Number of Shares After Considering Potential Shares (18,675,907 shares), plus the Tendered Shares (1,390,000 shares). By setting this minimum number of shares to be purchased, since the Tender Offer will not be completed unless a majority of the shares held by shareholders of the Target Company who do not have a vested interest with the Tender Offeror or the Shareholders Agreeing to Tender Their Shares, specifically the so-called “Majority of Minority” (as defined in “G. Setting a Minimum Number of Shares to be Purchased that Exceeds the Number Corresponding to the “Majority of Minority” Threshold” in “(3) Measures to Ensure Fairness of Tender Offer, Including Measures to Ensure Fairness of Tender Offer Price and Measures to Avoid Conflicts of Interest”), are tendered, this minimum number of shares to be purchased places importance on the intentions of the minority shareholders of the Target Company. The purpose of the Tender Offer is to make the Target Company a wholly owned subsidiary. If the Tender Offer is completed but the Tender Offeror fails to acquire all of the Target Company Shares (including the Target Company Shares to be delivered upon exercise of the Stock Acquisition Rights, but excluding the Non-Tendered Shares and the treasury shares owned by the Target Company) and all of the Stock Acquisition Rights, then when carrying out the procedures for the Share Consolidation (as defined in “(4) Policy for Organizational Restructuring Following the Tender Offer (Matters Concerning the So-Called Two-Step Acquisition)” below, hereinafter the same), a special resolution at a shareholders meeting as prescribed in Article 309, paragraph (2) of the Companies Act (Act No. 86 of 2005, as amended; the “Companies Act”) will be necessary. The minimum number of shares to be purchased has been set so that, upon completion of the Tender Offer, the Tender Offeror, together with the Shareholders Agreeing Not to Tender Any Shares that are expected to become wholly owned subsidiaries of the special controlling shareholder of the Tender Offeror through the Share Transfer, will hold at least two-thirds of the voting rights of all shareholders of the Target Company, and therefore is the number enough to ensure the execution of the Transaction.
If the Tender Offer is completed but the Tender Offeror fails to acquire all of the Target Company Shares (including the Target Company Shares to be delivered upon exercise of the Stock Acquisition Rights, but excluding the Non-Tendered Shares and the treasury shares owned by the Target Company) and all of the Stock Acquisition Rights through the Tender Offer, the Tender Offeror intends to carry out the procedures described in “(4) Policy for Organizational Restructuring Following the Tender Offer (Matters Concerning the So-Called Two-Step Acquisition)” below (the “Squeeze-out Procedures”) after the completion of the Tender Offer.
According to the “Notice Regarding Expression of Opinion on the Tender Offer for the Share Certificates of the Target Company by Hakuhodo DY Holdings Inc.” announced by the Target Company on September 11, 2025 (the “Target Company Press Release”), at the meeting of the Board of Directors of the Target Company held on September 11, 2025, the Target Company passed a resolution to express an opinion in support of the Tender Offer and to leave the decision on whether or not the shareholders of the Target Company and the owners of the Stock Acquisition Rights (the “Stock Acquisition Rights Holders”) should tender their shares and Stock Acquisition Rights in the Tender Offer to the judgment of the shareholders of the Target Company and the Stock Acquisition Rights Holders. For details regarding the decision-making process of the Board of Directors of the Target Company, please refer to the Target Company Press Release and “E. Approval by All
Disinterested Directors Present of the Target Company (Including Audit and Supervisory Committee Members)” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(After revisions)
As stated in “A. Background, Purpose, and Decision-Making Process Leading to the Decision by the Tender Offeror to Implement the Tender Offer” in “(2) Background, Purpose, and Decision-Making Process Leading to the Decision to Implement the Tender Offer and Management Policy Following the Tender Offer” below, the Tender Offeror received a proposal from the Shareholders Agreeing to Tender Their Shares, in light of tax considerations, regarding a structure under which all of the HIBC Target Company Shares and all of the Time and Space Target Company Shares would not be tendered in the Tender Offer, and instead, following the completion of the Tender Offer, the Tender Offeror would acquire the HIBC Shares and the Time and Space Shares from the Shareholders Agreeing to Tender Their Shares through the Share Transfer. The Tender Offeror believes that, even under the Share Transfer, it will be able to indirectly acquire all of the Non-Tendered Shares through the Shareholders Agreeing Not to Tender Any Shares, thereby achieving the purpose of the Transaction. Further, given that each of the Shareholders Agreeing Not to Tender Any Shares will, on or before the date of the Share Transfer (the “Share Transfer Date”), ensure that all assets and liabilities other than the Non-Tendered Shares and interest-bearing debt are succeeded