Hulic, which already owns 86,885,599 shares of Riso Kyoiku Group (50.87%), is offering ¥295 a share for all the rest of the tutoring and early-education operator. The tender offer runs from 14 October to 26 November 2026, 30 business days, with no cap on shares bought. The aim is a wholly owned subsidiary, so this buys out the remaining holders rather than winning control.
The price and how it got there
The offer is 41.15% above the ¥209 close on 9 October, and 40.48%, 43.20% and 46.77% above the one-, three- and six-month average closes. Hulic opened at ¥240 on 1 September. Riso's special committee asked for a higher price six times, and Hulic raised its bid four times. It described ¥295 as its best and final offer.
The price is ¥25 below the ¥320 Hulic paid in its 2024 tender offer, when it took control. Hulic attributes the gap to a lower share price and a smaller premium (46.79% then). Riso's board says ¥295 tops the ceilings of the market-price and comparable-company ranges from its financial adviser and exceeds the midpoint of the discounted-cash-flow range, which ran from ¥170 to ¥354. The adviser also gave a fairness opinion that the price is fair to ordinary shareholders from a financial point of view. Hulic obtained no fairness opinion from its own adviser.
No minority veto
The minimum is 26,646,601 shares (15.60% of the reference share count). It is sized so that Hulic and the restricted shares held by Riso directors reach two-thirds of voting rights, the level a share consolidation needs at a shareholders' meeting.
| Term | Detail |
|---|---|
| Price per share | ¥295 |
| Offer period | 14 October to 26 November 2026 (30 business days) |
| Minimum to buy | 26,646,601 shares (15.60%) |
| Maximum to buy | No cap |
| Maximum cost | ¥24.76bn (own funds) |
| Settlement start | 3 December 2026 |
Hulic did not add a majority-of-minority condition, which would require a majority of outside shareholders to tender. It says such a condition could make completion uncertain and hurt holders who want to sell. The special committee had asked Hulic either to consider one or to raise the price further. Riso's second-largest shareholder, an educational foundation holding 6.05%, has agreed to tender all its shares, with no preconditions.
Delisting and the dividend
If the offer succeeds and settles and Hulic then holds 90% or more of voting rights, it plans to demand that remaining holders sell. If it holds less than 90%, it plans to ask Riso to hold a shareholders' meeting, which Hulic currently targets for mid-February 2027, to approve a share consolidation. Either route pays the same ¥295 in cash, and delisting from the Tokyo Stock Exchange Prime market would follow. These steps are planned, not done.
Separately, Riso has said that, conditional on the offer succeeding, it will pay no dividend for the year ending February 2027. Its earlier forecast was ¥10 a share, matching the previous year, and no interim dividend is planned. Hulic told Riso its price assumes neither the interim nor the year-end dividend is paid.
Hulic's stated rationale
Hulic says full ownership will speed decisions and deepen joint work on its education-focused children's buildings, which it plans to expand to 20 by 2029. It also cites a cram school for University of Tokyo entrants, whose operator it bought in July 2026. It names rising capital-market pressure to review parent-child listings as a trigger for the deal.
Riso's board endorsed the offer with six of seven directors voting. The seventh also sits on Hulic's board and stayed out. All four auditors raised no objection. Hulic plans to fund the offer from its own cash. The maximum cost, if every share outside Hulic's stake is tendered, is ¥24.76bn, with settlement from 3 December.