Pasona Group's board resolved on 22 October to tender all 1,440,000 of its circlace shares into an offer from HHH1, a Tokyo-based limited liability company that circlace says is owned through funds managed, advised or operated by Hillhouse Investment Management. If the offer succeeds, circlace stops being a Pasona equity-method affiliate, and Pasona expects a one-off gain on the sale.
Circlace and HHH1 put the stake at 32.31% of the share count including potential shares. Pasona's own release gives 32.31% in its opening paragraph and 32.89% in its target profile.
The offer
HHH1 is bidding ¥2,020 a share for all circlace common stock, and ¥1 for each share acquisition right. Circlace's board endorsed the offer and recommended that shareholders tender. For rights holders it left the decision to them.
| Term | Detail |
|---|---|
| Price per share | ¥2,020 |
| Price per share acquisition right | ¥1 each |
| Offer period | 23 October to 7 December 2026 (30 business days) |
| Results announcement | 8 December 2026 |
| Settlement starts | 14 December 2026 |
| Minimum to be tendered | 2,970,800 shares (66.67% of diluted count) |
| Maximum | None |
The minimum is set at two-thirds of the diluted share count, the vote needed to push through a share consolidation if HHH1 falls short of full ownership. If tenders fall below it, HHH1 buys nothing. HHH1 plans to fund the purchase with equity of up to ¥9.2bn from its parent, Inspire APAC Holdings, and no borrowing.
HHH1 also signed a tender agreement with TQUILA LIMITED, circlace's second-largest shareholder, covering 1,372,600 shares, or 30.80%. On the offer's own percentages, the two anchor holders alone fall short of the 66.67% minimum.
What Pasona gets and gives up
Pasona expects a gain on sale of affiliate shares of about ¥2.9bn in its non-consolidated results and about ¥2.6bn in its consolidated results for the year ending May 2027. It says it is still reviewing its full-year consolidated forecast and will disclose any revision promptly.
Pasona's stated reasoning is that competition in IT services has sharpened with generative AI, that it reviewed circlace's place in the group carefully, and that it expects the offer to raise circlace's medium- to long-term value at a price it considers reasonable. Circlace began in 2012 as a joint venture of Pasona and Tquila International.
Pasona's tender is conditional. It can waive any of the conditions. They include HHH1 meeting its own obligations, circlace's board keeping its unanimous endorsement, and no court or regulatory order blocking the offer. If a rival launches a higher-priced tender offer, or announces a legally binding and viable proposal, and a request to discuss changing the offer price is made to HHH1, Pasona may decline to tender or cancel if HHH1 has not matched the price within five business days of the request, or two business days before expiry if that is sooner. Unless it has exercised that right, Pasona also may not use shareholder rights such as calling a meeting without HHH1's written consent between signing and the start of settlement. Circlace says Pasona receives nothing beyond the offer price.
The price and the endgame
The price is 128.25% above circlace's ¥885 close on 21 October, and above the midpoint of the ¥1,498 to ¥2,189 discounted cash flow range from the company's financial adviser. It started lower: HHH1's first price proposal on 11 August was ¥1,541, and a special committee of independent directors and auditors pushed back several times. HHH1 called ¥2,020 its final and best offer on 20 October.
Circlace reported sales of ¥4.54bn and operating profit of ¥266mn for the year to March 2026. Its preliminary, unreviewed first-half figures show an operating loss of ¥101mn on sales of ¥2.61bn, which circlace attributes to AI investment and higher outsourcing costs.
If HHH1 does not acquire all shares and rights, it plans a squeeze-out. Should it end up with 90% or more of voting rights, it would demand a sale of the remaining shares. Below 90%, it would ask circlace to hold an extraordinary shareholder meeting, planned for around late February 2027, to approve a share consolidation. Remaining holders would receive the offer price per share. Circlace shares would then be delisted from the Tokyo Stock Exchange Growth market. The results announcement is due on 8 December, with settlement starting on 14 December.