Katsumi Nozawa is trying again. The chairman and president of Art Vivant, the Tokyo Stock Exchange Standard-listed seller of art prints, has launched a second management buyout bid through his wholly owned vehicle, Orsay Co., offering ¥1,900 for each share of the company he runs. The tender runs from July 13 to August 25, 2026, and unlike the first attempt, it comes with no upper limit on how many shares Orsay will buy.
What went wrong the first time
Orsay's first tender offer, launched in September 2025, priced Art Vivant shares at ¥1,670 and needed at least 2,987,200 shares to succeed. It fell short: only 1,947,759 shares were tendered, well below the threshold, and the deal collapsed. This time the minimum has been raised to 3,845,584 shares, equal to 42.02% of the company's base share count, and Nozawa has done something he didn't do before: lined up his votes in advance.
The shareholder who makes the difference
Hiroyuki Maki, Art Vivant's largest shareholder with 3,654,600 shares, or 39.93% of the company, has signed a basic transaction agreement to tender his entire stake. Nozawa himself will tender 190,984 shares, or 2.09% of the company, on top of that. Maki's and Nozawa's committed shares alone equal the new minimum tender threshold almost exactly, which is no accident: Orsay set the floor at that level. Kats Corporation, Nozawa's asset-management firm and the company's second-largest shareholder with 3,090,000 shares (33.76%), has agreed to the opposite: it will not tender at all. That stake, plus Nozawa's own, is meant to stay in reserve to help push Orsay past the two-thirds voting threshold needed for the squeeze-out steps that follow a successful tender.
| Feature | 2025 offer | 2026 offer |
|---|---|---|
| Price per share | ¥1,670 | ¥1,900 |
| Tender period | Sept 1 - Oct 28, 2025 | Jul 13 - Aug 25, 2026 |
| Minimum shares sought | 2,987,200 shares | 3,845,584 shares |
| Outcome | Fell short: 1,947,759 shares tendered | Pending: top shareholder pledged 39.93% stake |
Funding and the exit route
Orsay is financing the deal with bank loans of up to ¥12.65bn from Sumitomo Mitsui Banking Corporation and ¥3.28bn from Mizuho Bank, a combined credit line of roughly ¥15.93bn. Art Vivant's board unanimously recommended shareholders tender their shares, a recommendation that falls under the Tokyo Stock Exchange's MBO compliance rules given Nozawa's conflict of interest as both bidder and target chairman. If the tender succeeds but doesn't sweep up every remaining share, Orsay plans a follow-on squeeze-out and a share exchange to become Art Vivant's sole shareholder, after which the stock would be delisted. Nozawa is expected to stay on as chairman and president throughout.
What's still open
The structure removes the coordination problem that sank the 2025 bid, but it does not remove all risk. The offer still has no ceiling, meaning Orsay will buy every share tendered above the minimum, and the deal's success depends entirely on Maki's and Nozawa's committed shares clearing that bar without slippage. Kats Corporation's decision to sit out the tender, while Nozawa personally tenders a small slice of his own holding, leaves the arithmetic tight rather than comfortable. Mizuho Securities is acting as lead tender agent, with Rakuten Securities as sub-agent, ahead of the formal tender offer statement due July 13.