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JPMC Buyout Clears Its Tender Minimum, but Delisting Still Needs a Shareholder Vote

Holders tendered 9,057,536 JPMC shares at ¥2,270, above the 5,049,300 minimum, but the bidders will still need a share-consolidation vote before the planned delisting from the Prime market, with settlement starting October 13.

Abstract ownership diagram of stacked bars showing shareholding blocks shifting after a tender offer, with a threshold marker between them.

Shareholders tendered 9,057,536 JPMC shares at ¥2,270 each, comfortably above the 5,049,300-share minimum, so the bidders will buy every share offered. Amsterdam1 and Amsterdam2 ended the offer on October 5 after 41 business days, and each takes 4,528,768 shares. Settlement starts on October 13.

Tokyo Brief reported the increase to ¥2,270 in September. What the result adds is the size of the gap that remains.

Short of the maximum

The offer had no cap, but the most it could collect was 10,644,725 shares. That figure excludes 6,059,900 shares held by the holding company of JPMC's chief executive and by other holders that agreed not to tender, including Hikari Tsushin entities. Tendered shares came in below that maximum. JPMC said the bidders therefore did not obtain all the shares they were aiming for.

After the purchase the bidders hold 90,574 voting rights, or 54.10% of the total. Related parties hold another 60,801, or 36.32%.

Ownership on October 13

Each bidder will hold 45,287 voting rights, or 27.05%, and each becomes a major shareholder and the company's largest. The chief executive's holding company keeps 4,401,400 shares, or 26.29% of voting rights, but drops from first to third place.

The remaining steps

The bidders intend to make themselves and the non-tendering holders the only shareholders. Soon after settlement they plan to ask JPMC to call an extraordinary shareholders' meeting on a share consolidation and the abolition of the share-unit provision. If the consolidation goes ahead, JPMC's shares would be delisted from the Tokyo Stock Exchange Prime market under its delisting criteria. JPMC said it will announce the timetable once it has been agreed with the bidders. Until then the shares remain listed.