SBI Holdings is not trying to buy BASE outright. The tender offer that SBINM GK, a wholly owned SBI investment vehicle, opened on August 31 targets a hard ceiling of 23,792,300 shares. That is a 20.00% stake under the deal's own share-count method, and a separate 20.67% post-purchase ownership ratio under the statutory voting-rights calculation used for public disclosure. There is no minimum acceptance threshold, and if more shares are tendered than the cap allows, SBI will buy pro rata rather than let its stake run past 20%.
The price took three tries to land. SBI first proposed ¥320 a share on August 12, a premium of about 13% to BASE's prior close. BASE, working with Daiwa Securities and its own estimate of what price would actually draw enough sellers, told SBI the offer wasn't high enough to reach the 20% target and asked for more. SBI raised the bid to ¥330 on August 21; BASE pushed back again. The third offer, ¥340 on August 27, finally cleared BASE's bar and became the final price, 6.25% above SBI's opening bid.
| Proposal | Date | Price per share | Premium to prior close |
|---|---|---|---|
| Initial proposal | Aug 12, 2026 | ¥320 | +13.07% vs ¥283 (Aug 10 close) |
| Second proposal | Aug 21, 2026 | ¥330 | +5.77% vs ¥312 (Aug 20 close) |
| Final price | Aug 27, 2026 | ¥340 | +8.97% vs ¥312 (Aug 26 close) |
An independent appraiser, AGS FAS, valued BASE shares at ¥286-311 using a market-price method and ¥313-366 using discounted cash flow; the ¥340 offer sits inside the DCF range but above the market-price band. It is also well below the ¥407 a share that BASE's major shareholder paid in his own 2025 tender offer for BASE, a deal that led to a year-long confidentiality agreement and friendly engagement between the shareholder and the company. That agreement lapsed on August 28, the same day SBI and BASE signed their capital and business alliance.
Why cap the purchase at 20%? SBI wants BASE as an equity-method affiliate, not a subsidiary. Both sides say the point is to keep BASE independently listed on the Tokyo Stock Exchange's Growth market while linking SBI's financial and media businesses to BASE's payments and e-commerce tools, including a planned "Fan ID" data project built on BASE's own PAY ID user base. BASE's board endorsed the offer on August 28 but stopped short of urging shareholders to tender, leaving that decision to individual holders. The company says it expects to keep satisfying the Growth market's 25% free-float listing rule even after SBI's purchase, a projection rather than a guarantee. BASE also considered letting SBI buy in through a new share allotment instead of a tender offer, and rejected that route specifically to avoid diluting existing holders.
The offer runs through September 30, extendable to October 15 if requested. If SBI falls short of the 20% target, the two companies have agreed to discuss in good faith and use their best efforts toward further purchases, though no method or timing has been decided. BASE separately cancelled a share buyback it had approved in February.