K891, a holding vehicle formed on March 4, 2026 to take control of Leopalace21, filed a tender offer notification with the Kanto Local Finance Bureau on September 15, 2026, offering ¥1,000 for each common share of the Tokyo-listed rental-housing operator. The offer runs from September 15 to October 30, 2026 (30 business days) and also covers four series of stock-acquisition rights at ¥99,900 apiece. Its stated purpose is to fold Leopalace21 into a wholly owned subsidiary and take the company off the Tokyo Stock Exchange.
| Security | Offer Price |
|---|---|
| Common share | ¥1,000 |
| No. 2 stock-acquisition rights | ¥99,900 |
| No. 3 stock-acquisition rights | ¥99,900 |
| No. 4 stock-acquisition rights | ¥99,900 |
| No. 6 stock-acquisition rights | ¥99,900 |
The bid sets no ceiling on how many shares it will buy, but the notification's own arithmetic shows the scale of the ambition: the shares subject to purchase represent as much as 81.9% of Leopalace21's total voting rights if fully subscribed. The offer's minimum condition, 158,716,000 shares, is calibrated so that K891 and parties related to it would hold 66.36% of the company's voting rights once the tender closes, a figure that already counts stakes the bidder's affiliates hold today.
Those affiliated holders sit above K891 in the corporate chain. K891 is wholly owned by a parent company, K892, which is itself currently wholly owned by Hikari Tsushin. Separately from the tender offer, four Hikari Tsushin-linked vehicles, an investment partnership called UH Partners 2, Hikari Tsushin KK, that firm's own investment partnership, and a small holding company named HCMA Alpha, together already own 59,188,300 Leopalace21 shares, or 18.11% of the company. K891, K892, MBK Partners, its fund, NEC Capital Solutions, its subsidiary OHANAPANA and that subsidiary's fund hold no Leopalace21 stock directly.
The bidder's own ownership will not stay put once the deal closes. Before the tender settles, K892 plans to take in fresh capital from Hikari Tsushin, an MBK Partners-managed fund, and an NEC Capital Solutions fund run through OHANAPANA. After that investment, the three are set to hold 34.0%, 33.0% and 33.0% of K892's voting shares respectively, with Hikari Tsushin separately subscribing for a class of non-voting preferred shares. A company that today wholly owns the bidder will end up as a large minority holder alongside two private-equity-linked funds.
Leopalace21's board did not wait to weigh in. At a meeting on September 14, it resolved to support the offer and urge shareholders and warrant holders to tender, a recommendation the company filed as a formal opinion report with the Kanto bureau the same day K891's notification went in.
Leopalace21 shareholders have until October 30 to decide whether ¥1,000 a share is the final word.