SBINM GK, a vehicle wholly owned by SBI Holdings' subsidiary SBIER, will buy every share tendered into its offer for BASE, Inc., but that is only 90,944 shares. The offer's cap was 23,792,300 shares, a 20.00% holding on the filing's definition, and SBI Holdings says the shortfall left BASE outside its equity-method affiliates.
What the offer bought
The offer ran for 34 business days, from August 31 to October 21, at ¥340 per share in cash. It had no minimum purchase threshold, only the upper limit, so the shortfall did not void the deal: because tenders did not exceed the cap, the bidder says it will buy all of them, with no pro-rata scaling.
After settlement, the SBINM report shows the bidder holding 909 voting rights, or 0.08% on the report's fully diluted denominator. The report lists no holding before the offer. Settlement through SBI Securities is scheduled to begin on October 28.
The 0.08% is therefore a post-settlement figure. The offer was completed, and it did not reach its holding limit. Earlier Tokyo Brief coverage
The alliance question
SBI Holdings and BASE signed a capital and business alliance agreement on August 28. In its own notice BASE said it had considered becoming SBI Holdings' equity-method affiliate the most appropriate route to the alliance's aims, namely mid- to long-term collaboration and further growth strategy. The offer did not get it there.
Both companies now say the alliance will be reviewed with the other side. SBI Holdings says it will consider the agreement's form after consulting BASE. BASE says it will consider the alliance, including its capital relationship with SBI Holdings, after consulting SBI Holdings. Neither notice gives a timetable or says what a revised structure would look like.
What does not change
BASE said the offer was never meant to delist its shares, and they are expected to stay on the Tokyo Stock Exchange Growth market. The result also causes no change in BASE's major shareholders, its largest shareholder or its parent company.
SBI Holdings considers the effect on its consolidated results minor. BASE said it will disclose promptly anything that needs announcing, including the offer's effect on its own results.