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Muninoba secures 77.67% of Anshin, sending the squeeze-out to a vote

The move: Muninoba’s tender offer succeeded and Aiful is handing over its 6,408,000-share block on July 9, giving the buyer 77.67 per cent of Anshin Guaranty’s voting rights. The catch: that is still below 90 per cent, so the final squeeze-out and delisting steps now run through an early-September extraordinary meeting.

Jul 3, 20262 min read
Abstract editorial graphic showing ownership blocks moving from a subsidiary to a parent company, with minority shareholders and a vote checkpoint before delisting.

Muninoba Holdings is set to become Anshin Guaranty’s parent on July 9 after a successful tender offer and a parallel transfer of Aiful’s entire 6,408,000-share holding. Those steps will give Muninoba 13,508,712 shares and 77.67 per cent of voting rights, enough to make it the parent company but still below the 90 per cent level Anshin cites in setting up the next squeeze-out step.

Deal mechanics
Based on Anshin Guaranty’s July 3 disclosures. Final squeeze-out timing remains subject to later notice.
StepDateDetail
Tender offer closesJuly 2, 20267,100,712 shares tendered, above the 5,186,700-share minimum
Settlement and Aiful transferJuly 9, 2026Muninoba to buy the tendered shares and receive Aiful’s 6,408,000 shares via dividend in kind
Ownership after settlementJuly 9, 202613,508,712 shares, 77.67% of voting rights
EGM record dateJuly 18, 2026Shareholders on the register can vote at the extraordinary meeting
Planned EGM agendaEarly September 2026Share consolidation and ending the charter provision on share trading units

The tender offer closed on July 2 with 7,100,712 shares tendered, above the 5,186,700-share minimum, and the offer price was ¥257 a share. The offer also priced Anshin’s outstanding share acquisition rights at ¥1 each, though the disclosed purchase tally shows no such securities were acquired. Before settlement, Muninoba did not directly own Anshin shares, but it already had an indirect 39.02 per cent interest through subsidiaries Aiful, with 36.84 per cent, and AG Capital, with 2.17 per cent.

The Aiful leg is what shifts that existing group stake up to Muninoba itself. Under the dividend-in-kind agreement, Aiful will hand over its entire Anshin position on the same day the tendered shares are settled. Formally, July 9 is when Muninoba is expected to become Anshin’s parent, major shareholder and largest shareholder, while Aiful is expected to cease qualifying as an affiliated company and major shareholder. Muninoba’s attached notice also says Anshin will become its consolidated subsidiary on that date.

What Muninoba does not get is the 90 per cent voting-rights line. Because the combined holding remains below that threshold, Anshin said it has set July 18 as the record date for shareholders entitled to vote at an extraordinary general meeting planned for early September. The company expects to ask that meeting to approve a share consolidation and, conditional on that taking effect, an amendment ending the charter provision on share trading units. Control changes this month, but the final step still runs through another shareholder vote.

For minority holders, the important caveat is timing. The squeeze-out is planned, not completed, and Anshin said the meeting venue, exact resolutions and broader timetable will be disclosed later. Muninoba and Anshin also said the remaining procedural steps will be announced once settled. If the squeeze-out process is carried through, Anshin said the shares are expected to be delisted under Tokyo Stock Exchange rules and would no longer trade on the Standard market.