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Luxshare's ¥795 offer for Seed succeeds, but delisting still needs a second step

Holders tendered 13.1mn shares, enough to complete Luxshare's ¥795 offer for Seed, but the bidder will hold 43.29% of the votes after October 20 settlement and still plans a squeeze-out and delisting.

By Tokyo Brief DeskOct 14, 20263 min readSEED CO.,LTD.7743
Stacked bars of voting blocks with a threshold marker beside share certificates and a settlement ledger tray, illustrating a tender offer ownership structure.

Luxshare Precision Cayman Limited's offer for Seed Co., Ltd. cleared its floor by a wide margin. Holders tendered 13,102,594 shares against a minimum of 5,408,800, so the offer succeeded and the bidder will buy every share tendered, at ¥795 each in cash. The offer ran from August 27 to October 13 (30 business days) and had no upper limit. For the background to the bid, see Earlier Tokyo Brief coverage.

What settles on October 20

Settlement starts on October 20, handled by Mizuho Securities, with sale proceeds sent to tendering holders without delay from that date. Seed's disclosure says the bidder will hold 131,025 voting rights, or 43.29% of the total, once settlement takes place. It expects the bidder to rank as the second-largest shareholder. The percentage uses a base of 302,657 votes, derived from 30,265,922 shares outstanding at June 30, 2026 less 136 treasury shares.

Crossing 20% of voting rights makes the bidder a major shareholder and an "other affiliated company" of Seed. Seed's extraordinary report on the change in major shareholders gives October 20 as the planned date of change.

The bidder is a Cayman vehicle set up on September 3, 2025 with capital of $50,000. It is wholly owned by Luxshare Precision Limited of Hong Kong, which is in turn wholly owned by Luxshare Precision Industry Co., Ltd., a maker of connection cables, connectors and computer peripherals. Seed reports no capital, personnel or transactional ties with the bidder.

Why 43.29% is not the end state

The stake is not a majority on its own. The tender offer report puts the bidder's holding together with special related parties at 92.09% of voting rights. Those parties hold 147,684 votes, or 48.80%.

That 48.80% matches the 14,768,400 shares that Seed's largest shareholder, an individual, agreed not to tender. The shares sit in four trust accounts at trust banks, and the shareholder keeps the right to direct their votes.

What comes next

The bidder did not acquire all shares other than treasury stock and those non-tendered shares. It therefore plans a series of procedures so that only the bidder and that largest shareholder remain as Seed's shareholders. If they go ahead, Seed's shares would be delisted from the Tokyo Stock Exchange Standard market under its delisting criteria, after prescribed procedures, and could no longer trade there.

Seed says it will announce the specific steps and timing promptly once they are decided after consultation with the bidder. The bidder says its post-offer policy is unchanged from its tender offer registration statement of August 27. Until then, the October 20 settlement is the next dated step, and the squeeze-out and delisting remain plans.