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Seed's Top Shareholder Skips Luxshare's Tender Offer, Aims to Keep Majority Control

Ryuji Arai, who also chairs electronics retailer Bic Camera, has agreed not to sell his 48.80% stake in Seed Co. into Luxshare Precision's tender offer, and struck a deal to hold 51% of the voting rights once the company goes private, leaving Luxshare with 49%.

Sep 2, 20262 min readSEED CO.,LTD.7743
Illustration of two uneven stacks of share certificates beside a ledger book, representing an anchor shareholder's 51-49 voting split agreement.

Ryuji Arai, an individual investor who separately chairs electronics retailer Bic Camera, has told regulators he will not tender his stake in Seed Co. into a tender offer from Luxshare Precision Cayman Limited, and has arranged to keep majority voting control once the company goes private.

In a change report filed with the Kanto Local Finance Bureau on September 2, 2026, Arai disclosed that on August 26 he signed a non-tender agreement and a shareholder agreement with Luxshare Precision Cayman Limited, the entity running a tender offer for Seed Co. (TSE: 7743) from August 27 to October 13, 2026. Arai holds 14,768,400 Seed shares, 48.80% of voting rights, unchanged from his prior report.

Rather than sell into the offer, Arai agreed to support and cooperate with the going-private transaction Luxshare plans to carry out once the tender succeeds, including a share consolidation. The two sides also agreed to maintain a specific post-deal ownership split: Arai keeping 51% of the voting rights and Luxshare holding 49%, with share transfers from Luxshare to Arai if needed to hit that target. That is an unusual structure for a going-private deal: the buyer ends up as the minority partner, and the existing anchor shareholder keeps the wheel.

Arai's Seed shares sit inside management trusts at four banks: Mizuho Trust & Banking holds 4,319,070 shares, Nomura Trust and Banking holds 3,604,920, SMBC Trust Bank holds 5,447,910, and Sumitomo Mitsui Trust Bank holds 1,396,500.

Trust Banks Holding Arai's Seed Shares
Shares held via management trust agreements, per the September 2, 2026 change report.
Trust bankShares held
Mizuho Trust & Banking4,319,070
Nomura Trust and Banking3,604,920
SMBC Trust Bank5,447,910
Sumitomo Mitsui Trust Bank1,396,500

The filing notes these trusts can be terminated so Arai can hold the shares directly if the going-private steps require it.

On funding, the filing shows Arai's stake was built with ¥728.8mn of his own funds, no borrowing, and that most of it, 9,845,400 shares, came from a July 2018 stock split rather than a market purchase.

The filing does not describe Seed Co.'s business or spell out what happens to shareholders who do not accept the tender offer once the going-private steps, including the share consolidation, move forward after October 13.