Sankei Real Estate Investment Corporation's board has endorsed a new takeover bid for the Tokyo-listed REIT, ticker 2972, but its resolution stops well short of telling unitholders to sell. Directors say they support City Index Fifth's tender offer while leaving the decision to tender squarely to each unitholder.
City Index Fifth, a securities-holding and investment company set up in October 2012, decided on September 25 to launch the offer, running from September 28 to November 10 at ¥125,000 per unit. Its own largest shareholder holds 37.59% of the company, according to the offer documents. The ¥125,000 price matches what an earlier bidder group, Tiger Investment LP and Lion Investment LP, offered from January to May this year in a bid that drew tenders equal to 24.66% of all units once sponsor Sankei Building's own tendered stake was excluded from the count, and never secured full control.
| Term | Detail |
|---|---|
| Offer price | ¥125,000 per unit |
| Offer period | September 28 to November 10, 2026 (30 business days) |
| Units sought | 375,636 units, no maximum |
| Minimum acceptance condition | 118,732 units (45% post-offer stake for buyer group) |
| Prior offer, January to May 2026 | Tiger Investment LP and Lion Investment LP bid at the same ¥125,000 price; drew tenders equal to 24.66% of all units, sponsor's stake excluded from the count |
| Planned squeeze-out completion | By the end of February 2027 |
City Index Fifth's affiliated holders, including ATRA and C&I Holdings, already control 139,646 units, 29.90% of the total. Two of those holders will tender their stakes; two others, including one individual related party who owns 9.89% of units, have agreed not to. According to the offeror, that individual related party is expected to transfer all their remaining units to ATRA at the identical ¥125,000 price if a squeeze-out follows the offer. The arrangement would keep the exit price the same for that holder as for tendering unitholders.
The minimum acceptance condition, 118,732 units, equals a 45% post-offer stake for the buyer group, comfortably above the roughly 41% City Index Fifth calculates it needs to pass a unit-consolidation vote that would force out remaining holders. There is no ceiling: every tendered unit gets bought once the floor is cleared. City Index Fifth intends to complete that squeeze-out and take the REIT private by the end of February 2027.
The board's rationale rests on eroding conditions for staying public. Per-unit net asset value rose to ¥114,099 in February from ¥108,412 six months earlier, yet the Tokyo Stock Exchange's REIT index fell roughly 14% between January and September, and the REIT booked a ¥4.93bn impairment on its Fukuoka Green Building holding. Sponsor Sankei Building, part of the Fuji Media Holdings group, is separately reported to be fielding outside capital offers exceeding ¥1tn. Which party ends up owning the sponsor remains unresolved.
Directors say the ¥125,000 price beats every valuation range Mizuho Securities produced, and reflects two rounds of price-increase demands from an independent special committee that ultimately accepted the unchanged figure alongside a firmer 45% minimum threshold. No third-party fairness opinion on the price was obtained. Whether the squeeze-out clears a unitholder vote, and whether the REIT delists as planned, remain open once the tender offer closes on November 10.