JFTC Clears SBI's Bid for BASE, Trims the Waiting Period to 18 Days

SBI Holdings has one fewer way to walk away from its bid for BASE.

On September 8, 2026, SBI NM Godo Kaisha (SBINM GK), the tender vehicle wholly owned by SBI Holdings subsidiary SBIER, filed an amendment to its tender offer registration for BASE, Inc. shares with the Kanto Local Finance Bureau. The filing followed two notices the Japan Fair Trade Commission issued on September 4: one confirming it would not issue an exclusion order against the deal, and a second shortening the acquisition prohibition period from 30 days to 18. Both periods ended that same day, closing off the antitrust scenario that had been listed among the offer's possible withdrawal triggers.

The correction itself is narrow. It strikes a single reference, Article 14(1) item 4 of the Financial Instruments and Exchange Act's enforcement order, from the list of events that could let SBINM GK abandon the offer, and attaches the two JFTC notices as new supporting documents. SBI Holdings said the change does not alter the purchase conditions defined under Article 27-3(2)(i) of the same law.

The underlying transaction has not moved. SBINM GK is seeking 237,923 voting rights in BASE, against total voting rights outstanding of 1,151,009; the filing separately puts the ratio to be held after purchase at 20.00%. The offer began August 31 alongside a capital and business alliance agreement between SBI Holdings and the Tokyo Stock Exchange Growth-listed e-commerce platform.

Clearing the JFTC hurdle removes one contingency from a still-open offer. It does not mean the tender has closed, and whatever other conditions attach to the bid remain in force until the offer period runs its course.