[Translation for Reference Purposes Only]
ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE
This is an English translation of an original document in Japanese and is only being provided for convenience. In all cases, the original Japanese version shall take precedence.
May 19, 2026
For Immediate Release
Company Name Seibu Holdings Inc.
Representative President and Representative Director, CEO, COO NISHIYAMA Ryuichiro
(Code No.: 9024
Prime Market of the Tokyo Stock Exchange)
Inquiries Senior Managing Officer, General Manager of Corporate Communication
TATARA Yoshihiro
(TEL. +81-3-6709-3112)
Company Name SEIBU REAL ESTATE INC. Representative President
SAITO Tomohide
Notice Regarding Results of Tender Offer by SEIBU REAL ESTATE INC., a Consolidated Subsidiary of Seibu Holdings Inc., for Shares Certificates, Etc. of e'grand Co., Ltd (Securities Code: 3294)SEIBU REAL ESTATE INC. (the "Tender Offeror"), a consolidated subsidiary of Seibu Holdings Inc., decided on March 31, 2026 to acquire the shares certificates, etc. of e'grand Co., Ltd (the "Target Company") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended), and commenced the Tender Offer on April 1. We hereby announce that the Tender Offer was completed on May 18, 2026.
For details, please refer to the attached "Notice Regarding Results of Tender Offer for Shares Certificates, Etc. of e'grand Co., Ltd (Securities Code: 3294)" announced by the Tender Offeror on May 19, 2026.
Outline of the Tender OfferorName | SEIBU REAL ESTATE INC. |
Location | 1-16-15 Minami-Ikebukuro, Toshima-ku, Tokyo |
Name and Title of Representative | Tomohide Saito, President |
Contents of Business | Ownership, management and development of real estate |
Capital | 8,600 million yen (as of March 31, 2025) |
End
(Attachment)
"Notice Regarding Results of Tender Offer for Shares Certificates, Etc. of e'grand Co., Ltd (Securities Code: 3294)" dated May 19, 2026.
[Translation for Reference Purposes Only]
ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE
This is an English translation of an original document in Japanese and is only being provided for convenience. In all cases, the original Japanese version shall take precedence.
May 19, 2026
For Immediate Release
Company Name SEIBU REAL ESTATE INC. Representative President Tomohide Saito
Notice Regarding Results of Tender Offer for Shares Certificates, Etc. of e'grand Co., Ltd (Securities Code: 3294)SEIBU REAL ESTATE INC. (the "Tender Offeror") resolved, at its board of directors meeting held on March 31, 2026, to acquire the common shares listed on the Standard Market of the Tokyo Stock Exchange, Enc. ("TSE") and the Stock Acquisition Rights (as defined in "(II) Stock acquisition rights" of "(3) Class of Shares, Etc., Subject to Purchase, Etc." under "1. Outline of Purchase, Etc." below) of e'grand Co., Ltd (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 April 1, 2026. We hereby announce, as follows, the results of the Tender Offer, which was completed on May 18, 2026:
-
Outline of Purchase, Etc.
Name and Address of the Tender Offeror
Name: SEIBU REAL ESTATE INC.
Address: 1-16-15 Minami-Ikebukuro, Toshima-ku, Tokyo
Name of the Target Company e'grand Co., Ltd
Class of Shares, Etc., Subject to Purchase, Etc.
Common stock (the "Target Company Shares")
Stock acquisition rights (the stock acquisition rights described in (i) through (iii) below are hereinafter collectively referred to as the "Stock Acquisition Rights")
The 5th series of stock acquisition rights issued pursuant to a resolution of the Target Company's board of directors dated July 10, 2014 (the "5th Series Stock Acquisition Rights") (The exercisable period is from August 1, 2014 to July 31, 2044)
The 6th series of stock acquisition rights issued pursuant to a resolution of the Target Company's board of directors dated July 10, 2015 (the "6th Series Stock Acquisition Rights") (The exercisable period is from August 1, 2015 to July 31, 2045)
The 7th series of stock acquisition rights issued pursuant to a resolution of the Target Company's board of directors dated July 11, 2016 (the "7th Series Stock Acquisition Rights") (The exercisable period is from August 1, 2016 to July 31, 2046)
Number of Shares, Etc., to Be Purchased
Class of Shares
Number of Shares to Be Purchased
Minimum Number of Shares to Be Purchased
Maximum Number of Shares to Be Purchased
Common shares
6,174,876 (shares)
4,105,200 (shares)
- (shares)
Total
6,174,876 (shares)
4,105,200 (shares)
- (shares)
(Note 1) If the total number of shares, etc. tendered in the Tender Offer (the "Tendered Shares, Etc.") is less than the minimum number of shares to be purchased (4,105,200 shares), the Tender Offeror will not purchase any of the Tendered Shares, Etc. If the total number of the Tendered Shares, Etc. is equal to or greater than the minimum number of shares to be purchased (4,105,200 shares), the Tender Offeror will purchase all of the Tendered Shares, Etc.
(Note 2) Since no maximum number of shares to be purchased has been set in the Tender Offer, the number of shares to be purchased is stated as 6,174,876 shares, which is the maximum number of shares, etc. to be purchased by the Tender Offeror in the Tender Offer. This is the number of shares of the Target Company (6,174,876 shares) calculated by subtracting the number of treasury shares (285,724 shares) held by the Target Company as of December 31, 2025 stated in the "Non-Consolidated Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2026 (Japanese GAAP)" (the "Financial Results for the Third Quarter of the FY2026") from the sum of the total number of issued shares of the Target Company as of December 31, 2025 stated in the Financial Results for the Third Quarter of the FY2026 announced by the Target Company on January 30, 2026 (6,379,100 shares) and the total number of the Target Company Shares (81,500 shares) underlying the Stock Acquisition Rights (635 units) reported by the Target Company as remaining as of March 31, 2026.
(Note 3) Shares constituting less than a unit will also be subject to the Tender Offer. The Target Company may, in accordance with the procedures stipulated in the laws and regulations, purchase its treasury shares during the tender offer period from any shareholder who exercises the right to require the Target Company to purchase shares constituting less than a unit under the Companies Act (Act No. 86 of 2005, as amended).
(Note 4) The Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by the Target Company.
(Note 5) While Stock Acquisition Rights may be exercised by the last day of the tender offer period, any Target Company Shares issued or transferred upon such exercise will be also subject to the Tender Offer.
Period for Purchase, Etc.
Period for Purchase, Etc. at the Time of Filing of the Tender Offer Registration Statement
From April 1, 2026 (Wednesday) to May 18, 2026 (Monday) (30 business days)
Possibility of an Extension of the tender offer period upon the Request of the Target Company Not applicable.
Price for Purchase, Etc.
4,858 yen per share of common shares
Stock Acquisition Rights
1,942,800 yen per unit for the 5th Series Stock Acquisition Rights
485,700 yen per unit for the 6th Series Stock Acquisition Rights
485,700 yen per unit for the 7th Series Stock Acquisition Rights
- Results of Purchase, Etc.
Outcome of the Tender Offer
The Tender Offer was subject to the condition that, if the total number of the Tendered Shares, Etc. is less than the minimum number of shares to be purchased (4,105,200 shares), the Tender Offeror will not purchase any of the Tendered Shares, Etc. Since the total number of the Tendered Shares, Etc. (5,610,751 shares) was greater than the minimum number of shares to be purchased (4,105,200 shares), the Tender Offeror will purchase all of the Tendered Shares, Etc., as described in the public notice of the commencement of the Tender Offer and the Tender Offer Registration Statement (including the matters amended in the Amendment to the Tender Offer Registration Statement filed subsequently).
Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public Notice
Pursuant to Article 27-13, Paragraph 1 of the Act, on May 19, 2026, the Tender Offeror announced to the press at the TSE the results of the Tender Offer, by the method 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; the "TOB Order").
Number of Purchased Shares, Etc.
Class of Shares, etc.
Number of Tenders Converted into Shares
Number of Purchases Converted into Shares
Share Certificates
5,549,551 shares
5,549,551 shares
Stock Acquisition Rights Certificates
61,200 shares
61,200 shares
Bond Certificates with Stock Acquisition Rights
-
-
Trust Beneficiary Certificates for Shares, Etc. ( )
-
-
Depositary Receipts for Shares, Etc. ( )
-
-
Total
5,610,751 shares
5,610,751 shares
(Total Number of Potential Shares, Etc.)
(61,200 shares)
(61,200 shares)
Ownership Ratio of Shares, Etc., After Purchase, Etc.
Number of Voting Rights Represented by Shares, Etc., Held by the Tender Offeror prior to Purchase, Etc.
- units
(Ownership Ratio of Shares, Etc., prior to Purchase, Etc.: - %)
Number of Voting Rights Represented by Shares, Etc., Held by Special Related Parties prior to Purchase, Etc.
15,029 units
(Ownership Ratio of Shares, Etc., prior to Purchase, Etc.: 24.34%)
Number of Voting Rights Represented by Shares, Etc., Held by Tender Offeror after Purchase, Etc.
56,107 units
(Ownership Ratio of Shares, Etc., after Purchase, Etc.: 90.86%)
Number of Voting Rights Represented by Shares, Etc., Held by Special Related Parties after Purchase, Etc.
38 units
(Ownership Ratio of Shares, Etc., after Purchase, Etc.: 0.06%)
Total Number of Voting Rights of All Shareholders, Etc. of the Target Company
60,698 units
(Note 1) The "Number of Voting Rights Represented by Shares, Etc., Held by Special Related Parties prior to Purchase, Etc." represents the total number of voting rights represented by the shares, etc. held by each special related party (provided that each party that is excluded from the special related parties pursuant to Article 3, Paragraph 2, Item 1 of the TOB Order in the calculation of the ownership ratio of the shares, etc. prescribed in each Item of Article 27-2, Paragraph 1 of the Act is not included).
(Note 2) The "Total Number of Voting Rights of All Shareholders, Etc. of the Target Company" is the total number of voting rights of all shareholders as of September 30, 2025, as stated in the "Semi-annual Securities Report for the 37th Term" submitted by the Target Company on November 6, 2025 (based on the number of shares per unit being 100 shares). However, as shares constituting less than a unit were also subject to the Tender Offer, in calculating the "Ownership Ratio of Shares, Etc., prior to Purchase, Etc." and the "Ownership Ratio of Shares, Etc., after Purchase, Etc.," the denominator is the number of voting rights (61,748 units) represented by 6,174,876 shares. Such number of shares was calculated by subtracting the number of treasury shares held by the Target Company as of March 31, 2026 (285,724 shares), as stated in the "Non-Consolidated Financial Results for the Fiscal Year Ended March 31, 2026 (Japanese GAAP)" (the "FY2026 Financial Results") announced by the Target Company on May 11, 2026, from the sum of the total number of issued shares of the Target Company as of March 31, 2026 stated in the FY2026 Financial Results (6,379,100 shares) and the total number of shares of the Target Company (81,500 shares) underlying the Stock Acquisition Rights (635 units) reported by the Target Company as remaining as of March 31, 2026.
(Note 3) With respect to the "Ownership Ratio of Shares, Etc., prior to Purchase, Etc." and the "Ownership
Ratio of Shares, Etc., after Purchase, Etc.," the figures are rounded to two decimal places.
Calculation in the case where Purchase, Etc. will be Conducted by the Proportional Distribution Method Not applicable
Method of Settlement
Name and Address of the Head Office of the Financial Instruments Business Operator / Bank in Charge of Settlement for Purchase, Etc.
OKASAN SECURITIES CO., LTD.
2-2-1, Nihonbashi Muromachi, Chuo-ku, Tokyo
Settlement Commencement Date
May 25, 2026 (Monday)
Method of Settlement
A notice of purchase, etc., by way of the Tender Offer will be mailed to the address or the location of the tendering shareholder, etc. (or the standing proxy in the case of foreign shareholders), promptly after the end of the tender offer period. The purchase price will be settled in cash. The purchase price for the shares, etc., purchased will be remitted by the Tender Offer Agent to the place designated by the tendering
