Chidori GK has agreed to tender all 50,507,600 of its Leopalace21 shares, equal to 15.10% of the company, into the tender offer by K891, according to a large-shareholding change report (No. 11) filed on 26 October. The agreement is dated 14 September. The offer runs from 15 September to 30 October.
The commitment is a contract, not a completed sale. Chidori must tender by ten business days before the offer ends, subject to finishing the account-opening steps needed to tender, and must not withdraw or cancel the resulting purchase contract. It also may not sell, pledge or otherwise dispose of the shares until settlement begins, and must tell K891 of any approach about such a deal.
A rival bid can release it. If another party launches or announces, with certain funding, an all-share cash offer at a price at least 2.5% above K891's, or a serious, fundable proposal reaches Chidori or Leopalace21, by three business days before the deadline, Chidori may tell K891 and ask to renegotiate. For a launched or announced rival offer, Chidori is freed to terminate without liability if K891 does not raise its price to match within five business days of the request or by the business day before expiry, whichever is earlier.
Until settlement begins, Chidori also agrees not to use shareholder rights to call a meeting or propose agenda items without K891's written consent. The report does not say whether Chidori has already tendered. Its holding is unchanged from the previous report at 15.10%, out of 334,415,678 shares in issue on 14 September.
The report puts the cost of the stake at ¥7.12bn: ¥2.27bn of own funds, ¥2.07bn borrowed from Mizuho Bank and ¥2.78bn of silent partnership contributions. It states Chidori's purpose as investment and, as circumstances warrant, advice to management. Chidori is the only filer.