Digital Hearts Holdings is on track to get a new controlling owner: a buyout vehicle owned outright by its own chairman.
Sandbox K.K., a holding vehicle wholly owned by Digital Hearts' chairman, closed a tender offer for the testing and IT-services group's shares on September 24, 2026, after investors tendered 11,187,236 shares. That cleared the offer's minimum threshold of 5,922,743 shares by a wide margin, so Sandbox will buy every tendered share at ¥1,060 apiece.
Settlement begins September 30, 2026. At that point Sandbox will hold 111,872 voting rights, 50.17% of Digital Hearts' total, making it the company's new parent and largest shareholder.
| Metric | Figure |
|---|---|
| Tender offer price | ¥1,060 per share |
| Shares tendered | 11,187,236 |
| Minimum required | 5,922,743 |
| Settlement start date | September 30, 2026 |
| Sandbox voting rights after settlement | 111,872 (50.17%) |
| Chairman's direct voting rights after | 89,256 (40.03%) |
| Combined Sandbox + chairman voting rights | 201,128 (90.20%) |
The chairman already held 9,425,633 Digital Hearts shares before the offer and tendered only 500,000 of them. After settlement he keeps 89,256 voting rights in his own name, 40.03% of the total, which ends his run as Digital Hearts' largest shareholder. Combined with Sandbox's stake, his side of the register controls 201,128 votes, 90.20% of Digital Hearts. Under Japan's disclosure rules that combined position makes him a controlling shareholder excluding the parent company itself, a distinct category from the largest-shareholder title he gives up.
Sandbox is a thinly capitalized vehicle: it was established July 13, 2026 with capital of ¥500,000, and its stated business covers holding, trading, managing and operating shares and securities. That overlap, the same person running Sandbox and chairing Digital Hearts, is flagged in the company's own disclosure as a related-party relationship.
Digital Hearts said Sandbox intends to press ahead with squeeze-out procedures it laid out in an August 6 buyout announcement, aiming to leave only Sandbox and the chairman as shareholders. Once that happens, the stock will be delisted from the Tokyo Stock Exchange's Prime market under the exchange's standard delisting process. Digital Hearts' chief executive holds transfer-restricted shares that could not be tendered because of those restrictions, and the companies have not yet set a timetable for the remaining steps, saying only that details will follow after further discussion.