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Leopalace21 tender offer clears its minimum, with K891 due to hold 63.35% of votes from November 9

Tenders of shares and options, equal to 207,044,870 shares, cleared the 158,716,000-share minimum, so K891, Inc. will buy all of them and, once settlement starts on November 9, become Leopalace21's parent with 63.35% of voting rights.

Abstract bar of stacked voting-rights blocks passing a halfway threshold marker, with one smaller block being removed.

K891, Inc.'s tender offer for Leopalace21 succeeded. Holders tendered shares and share options equal to 207,044,870 shares (206,999,370 shares plus options covering 45,500 shares) against a minimum of 158,716,000, so the bidder will buy everything offered, according to its tender offer report. The offer ran from September 15 to October 30, and K891 said it announced the result at the Tokyo Stock Exchange on October 31. (Earlier Tokyo Brief coverage)

Control passes on settlement

Control has not yet changed hands. Leopalace21's extraordinary report, filed November 2, says K891 becomes its parent only if settlement takes place, with the settlement start date, November 9, as the effective date. K891's wholly owning parent, K892, also becomes a parent company. After settlement K891 would hold 2,070,448 voting rights, or 63.35% of total voting rights. K891 and K892 each list the same Tokyo address and the same president, and each describes its business as acquiring, holding and disposing of shares.

The filing also changes the major-shareholder list. K891 joins it, while a current major shareholder holding 505,076 votes, or 15.45%, drops off.

Two percentages, two denominators

The 63.35% is measured against the March 31, 2026 share count, adjusted for exercisable options and treasury shares. K891's own report gives a different figure: 81.45% after the purchase. That figure adds 591,882 votes held by special related parties and uses a slightly different voting-rights base. The two numbers answer different questions and should not be read as one stake.

Leopalace21's extraordinary report and K891's tender offer report give no plan for Leopalace21's listing or capital structure.