To all parties concerned.
December 4, 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)
Notice Regarding the Results of the Tender Offer for the Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389) and Change in Subsidiaries (Change in Specified Subsidiary)Hakuhodo DY Holdings Inc. (the "Tender Offeror") resolved at its Board of Directors meeting held on September 11, 2025 to acquire the common stock (the "Target Company Shares") and stock acquisition rights (the Target Company Shares and stock acquisition rights are collectively referred to as "Share Certificates") of DIGITAL HOLDINGS, INC. (Prime Market of Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"), 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 has implemented the Tender Offer since September 12, 2025. The Tender Offer was completed on December 3, 2025, and we hereby announce the following.
In addition, as stated in the Notice Regarding the Commencement of the Tender Offer for the Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389) announced by the Tender Offeror on September 11, 2025 (including matters amended by each (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 dated October 28, 2025, November 12, 2025, and November 18, 2025), with respect to the Target Company Shares owned by HIBC Co., Ltd. ("HIBC"), an asset management company wholly owned by Mr. Noboru Hachimine, a Director and Founder of the Target Company, who also serves as its representative director, and the Target Company Shares owned by Time & Space, Ltd. ("Time and Space"), an asset management company wholly owned by Mr. Atsushi Nouchi, Chairman and Representative Director of the Target Company, who also serves as its representative director, the Tender Offeror entered into share transfer agreements (the "Share Transfer Agreements") with Mr. Noboru Hachimine and Mr. Atsushi Nouchi on September 11, 2025 regarding the transfer to the Tender Offeror of all issued shares of HIBC from Mr. Noboru Hachimine and all issued shares of Time and Space from Mr. Atushi Nouchi (the "Share Transfer"), respectively, on the same day as the commencement date of settlement of the Tender Offer, subject to the completion of the Tender Offer, and plans to indirectly acquire the Target Company Shares through the acquisition of the Target Company Shares under the Share Transfer Agreements. Therefore, we also announce that as a result of the Tender Offer and the acquisition of the Target Company Shares scheduled for December 10, 2025 (the commencement date of the settlement of the Tender Offer), it is expected the Target Company will become a consolidated subsidiary of the Tender Offeror on that date and will also become a specified subsidiary.
-
Result of the Tender Offer
Outline of Tender Offer
(1)
Name and Address of the Tender Offeror
Hakuhodo DY Holdings Inc.
5-3-1 Akasaka, Minato-ku, Tokyo
(2)
Name of the Target Company
DIGITAL HOLDINGS, INC.
(3)
Class of Share Certificates Subject to the Tender Offer
(a)
Common shares
(b)
Stock acquisition rights
(i) Stock acquisition rights issued based on a resolution of the Board of Directors of the Target Company held on February 13, 2023 (the "9th Series Stock Acquisition Rights") (exercise period from March 1, 2023 to March 31, 2027)
(ii) Stock acquisition rights issued based on the resolution of the Board of Directors of the Target Company held on October 22, 2024 (the "10th Series Stock Acquisition Rights," and together with the 9th Series Stock Acquisition Rights, collectively, the "Stock Acquisition Rights") (exercise period from January 1, 2025 to March 31, 2028)
(4)
Number of Shares to be Purchased
Class of Share Certificates
Number of shares to be purchased
Minimum number of shares to be purchased
Maximum number of shares to be purchased
Common shares
13,754,907 shares
4,607,448 shares
- shares
Total
13,754,907 shares
4,607,448 shares
- shares
(Note 1) If the total number of share certificates tendered in response to the Tender Offer (the "Tendered Share Certificates") is less than the minimum number of shares to be purchased (4,607,448 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates. If the total number of Tendered Share Certificates is equal to or greater than the minimum number of shares to be purchased (4,607,448 shares), all of the Tendered Share Certificates will be purchased.
(Note 2) As no maximum number of shares to be purchased has been set in the Tender Offer, the number of shares to be purchased indicates the maximum number of Share Certificates of the Target Company to be acquired by the Tender Offeror through the Tender Offer (13,754,907 shares). That maximum number is the number of shares obtained by adding the total number of issued shares as of June 30, 2025 (17,459,907 shares) as stated in the 32nd Semi-Annual Securities Report submitted by the Target Company on August 7, 2025 (the "Target Company Semi-Annual Securities Report") and the number of Target Company Shares (1,216,000 shares) underlying the Stock Acquisition Rights (12,160 rights (Note 3)) that were reported by the Target Company as being outstanding as of June 30, 2025 (18,675,907 shares; the "Total Number of Shares After Considering Potential Shares"), and then deducting the Non-Tendered Shares (4,921,000 shares) owned by HIBC and Time and Space from the Total Number of Shares After Considering Potential Shares.
(Note 3) The following is a breakdown of the Stock Acquisition Rights reported by the Target Company as
being outstanding as of June 30, 2025. Each of the Stock Acquisition Rights entitles the holder to acquire 100 Target Company Shares per right.
Name
Number of Stock Acquisition Rights Held
Number of Target Company Shares Subject to the Rights
9th Series Stock Acquisition Rights
3,460 voting rights
346,000 shares
10th Series Stock Acquisition
Rights
8,700 voting rights
870,000 shares
Total
12,160 voting rights
1,216,000 shares
(Note 4) Shares less than one unit are also subject to the Tender Offer. Further, if any shareholder exercises its right to request a sale of shares constituting less than one unit in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company might purchase its own shares during the purchase period for the Tender Offer (the "Tender Offer Period") in accordance with legal procedures.
(Note 5) The Tender Offer does not intend to acquire the treasury shares held by the Target Company through the Tender Offer. As of June 30, 2025, the Target Company does not own any treasury shares.
(Note 6) Although the Stock Acquisition Rights might be exercised on or before the final date of the Tender Offer Period, the Target Company Shares to be issued or transferred upon that exercise are also subject to the Tender Offer.
Tender Offer Period
Tender Offer Period
From September 12, 2025 (Friday) to December 3, 2025 (Wednesday) (54 Business Days)
Possibility of Extension upon Request by the Target Company Not applicable.
Tender Offer Price
JPY 2,015 per share of common stock
Stock acquisition rights
JPY 83,600 per stock acquisition right for the 9th Series Stock Acquisition Rights
JPY 99,900 per stock acquisition right for the 10th Series Stock Acquisition Rights
Result of the Tender Offer
Success or Failure of the Tender Offer
The Tender Offer contained a condition that if the total number of the Tendered Share Certificates is less than the minimum number of shares to be purchased (4,607,448 shares), none of the Tendered Share Certificates would be purchased. However, since the total number of Tendered
Share Certificates (4,631,431 shares) was equal to or greater than the minimum number of shares to be purchased (4,607,448 shares), all of the Tendered Share Certificates will be purchased as stated in the Public Notice of Commencement of the Tender Offer (including matters amended by the Public Notice of Changes to Terms and Conditions of the Tender Offer that was subsequently submitted) and the Tender Offer Statement (including matters amended by the Amended Statement of the Tender Offer Statement that was subsequently submitted).
Date of Public Notice of the Tender Offer Result and Name of the Newspaper in Which the Notice Was Published
The Tender Offeror announced the result of the Tender Offer to news organizations at the Tokyo Stock Exchange on December 4, 2025 under Article 27-13, paragraph (1) of the Act in accordance with the methods prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended).
Number of Share Certificates Purchased in the Tender Offer
Class of Share Certificates
Number of Shares Tendered on a Fully Converted Basis
Number of Shares Purchased on a Fully Converted Basis
Shares certificates
4,628,431 (shares)
4,628,431 (shares)
Stock acquisition rights certificates
3,000
3,000
Corporate bond certificates with stock acquisition rights
-
-
Trust beneficiary certificates for Share Certificates ( )
-
-
Depositary receipts for Share Certificates ( )
-
-
Total
4,631,431
4,631,431
(Total number of potential Share Certificates)
(3,000)
(3,000)
Shareholding Ratio After the Tender Offer
Number of voting rights represented by the Share Certificates held by the Tender Offeror prior to the Tender Offer
- voting rights
(Proportion of ownership of Share Certificates prior to the Tender Offer:
-%)
Number of voting rights represented by the Share Certificates held by special related parties prior to the Tender Offer
- voting rights
(Proportion of ownership of Share Certificates prior to the Tender Offer:
-%)
Number of voting rights represented by the Share Certificates held by the
46,314 voting
(Ratio of ownership of Share Certificates after
Tender Offeror after the Tender Offer
rights
the Tender Offer:
24.80%)
Number of voting rights represented by the Share Certificates held by special related parties after the Tender Offer
- voting rights
(Ratio of ownership of Share Certificates after the Tender Offer:
-%)
Number of voting rights of all shareholders of the Target Company
174,460 voting
rights
(Note 1) "Number of voting rights of all shareholders of the Target Company" is the number of voting rights of all shareholders of the Target Company as of June 30, 2025 as stated in the Target Company Semi-Annual Securities Report, provided, however, that since the Tender Offer also covered shares constituting less than one unit and Stock Acquisition Rights, in calculating the "Proportion of ownership of Share Certificates prior to the Tender Offer" and the "Ratio of ownership of Share Certificates after the Tender Offer," the number of voting rights (186,759 rights) corresponding to the number of shares (18,675,907 shares; the "Revised Total Number of Shares After Considering Potential Shares") calculated by adding the number of Target Company Shares (715,000 shares) underlying the Stock Acquisition Rights (7,150 rights (Note 2)) that were reported by the Target Company as being outstanding as of September 30, 2025, to the total number of issued shares as of September 30, 2025 (17,960,907 shares) stated in the Consolidated Financial Results for the Third Quarter of Fiscal Year Ending December 2025 [Japanese GAAP] (including matters amended on November 25, 2025) announced by the Target Company on November 6, 2025, is used as the denominator.
(Note 2) The following is a breakdown of the Stock Acquisition Rights reported by the Target Company as being outstanding as of September 30, 2025. Each of the Stock Acquisition Rights entitles the holder to acquire 100 Target Company Shares per right.
Name
Number of Stock Acquisition Rights Held
Number of Target Company Shares Subject to the Rights
9th Series Stock Acquisition Rights
1,960 voting rights
196,000 shares
10th Series Stock Acquisition
Rights
5,190 voting rights
519,000 shares
Total
7,150 voting rights
715,000 shares
(Note 3) The "Proportion of ownership of Share Certificates prior to the Tender Offer" and the "Ratio of ownership of Share Certificates after the Tender Offer" are rounded to the second decimal place.
Calculation if the Tender Offer is Conducted on a Pro-Rata Basis Not applicable.
Method of Settlement
Name and Location of the Head Office of the Financial Instruments Business Operator, Bank, etc. Responsible for Settlement of the Tender Offer
SMBC Nikko Securities Inc.