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Digital Hearts sets Dec 11 delisting after chairman's Sandbox tender offer succeeds

Digital Hearts Holdings will put a share consolidation to shareholders on Nov 20 after Sandbox's tender offer succeeded, with delisting planned for Dec 11 and a ¥1.16bn debugging-business purchase already closed.

Illustration of many share certificates consolidating into one beside a short calendar strip and a game-testing controller rig.

Digital Hearts Holdings has laid out how its stock leaves the Tokyo market. Sandbox, the vehicle behind the chairman's management buyout, completed its tender offer, and an extraordinary shareholders' meeting on Nov 20 is the next step. Earlier Tokyo Brief coverage

The tender and what follows

Sandbox offered ¥1,060 a share with no cap and a floor of 5,922,743 shares. Holders tendered 11,187,236 shares between Aug 7 and Sep 24, so the offer succeeded. Sandbox was set up on Jul 13, 2026, and is wholly owned by the company's chairman.

The offer did not collect every share outside the chairman's untendered stake of 8,925,633 shares and the company's treasury stock. At Sandbox's request, the board proposed a consolidation of 2,975,211 shares into one, so that only Sandbox and the chairman remain as shareholders. It needs approval at the Nov 20 meeting.

The planned dates are:

  • Nov 20: shares designated for delisting, trading continues
  • Dec 10: last trading day
  • Dec 11: delisting
  • Dec 15: consolidation takes effect, leaving 7 issued shares

The company also plans to cancel 1,591,998 treasury shares on Dec 14, conditional on the same vote.

The business bought before delisting

On Nov 1, subsidiary Digital Hearts completed a cash purchase of IMAGICA GEEQ's game-debugging business for ¥1.16bn. It adds sites in Tokyo, Osaka and Niigata. The acquired assets, liabilities and goodwill are not yet determined.

Interim numbers

For the six months to September, sales rose 3.8% to ¥19.83bn, while operating profit fell 3.4% to ¥1.39bn. Net profit attributable to owners rose 4.1% to ¥788.7mn after ¥115.2mn of tender-related costs. The full-year forecast is unchanged, and no dividend is planned this year.