Broadmedia's board has recommended that shareholders tender into a ¥2,500-per-share offer from NSSK-EPSILON1, a vehicle owned through NSSK-EPSILON2 by funds that the NSSK group manages or services. All 10 directors backed the offer on 29 October. It runs from 30 October to 14 December 2026 (30 business days) and aims to take the Tokyo Standard-market company private.
Floor, pledge and exits
There is no cap on purchases. The floor is 4,718,100 shares, or 66.20% of the 7,127,029 shares outstanding excluding treasury stock; if tenders fall short, nothing is bought. Asset Value Investors Limited (AVI) agreed to tender all 2,851,053 shares held by funds it runs, 40.00% of that base, on the sole condition that the offer launches. AVI can hold back if a rival that did not take part in the auction launches an uncapped take-private bid at least 4% above ¥2,500 (or makes a qualifying binding proposal to do so), AVI asks for price talks, and NSSK-EPSILON1 does not match within five business days or by the business day before expiry, whichever is earlier. The right applies only if AVI is not in breach of its own obligations.
Shareholder protections
The filing says the transaction is neither a management buyout nor a controlling-shareholder offer. It says the floor exceeds the 3,563,515 shares (50.00%) that would make a majority of the minority, and treats AVI as unconflicted because it receives only the offer price. If a higher qualifying bid or proposal appears at least seven business days before expiry, and Broadmedia objectively and reasonably finds that keeping its recommendation would risk breaching its directors' duty of care, it can ask NSSK-EPSILON1 for price talks, provided Broadmedia is not in breach of its own obligations. Its financial adviser GIP valued the shares at ¥2,480 to ¥3,012 on a discounted cash flow basis, with the offer inside that range and above the market-average and comparable-company ranges. Broadmedia did not obtain a fairness opinion.
After the offer
If the offer succeeds but NSSK-EPSILON1 does not acquire every share, it plans a squeeze-out by share sale demand (if it reaches 90% of votes) or share consolidation at an extraordinary meeting pencilled for late February 2027, at the same price. Delisting would follow. Funding comes from SMBC and Mizuho loans plus parent equity; loan terms are still to be set. Broadmedia would pay no year-end dividend for the year to March 2027 if the offer succeeds.