Tera Co., Ltd., a securities-holding company incorporated on April 16, 2026, has closed a tender offer that leaves it and two allied holders with 86.23% of Satudora Holdings, a company listed on the Standard market of the Tokyo Stock Exchange and the main board of the Sapporo Securities Exchange. The offer ran from June 22 to August 3 at ¥1,260 a share and settled from August 10.
Tera itself picked up 7,290,251 shares, or 51.21% of the company, in an off-market purchase at that price. Two co-holders came in alongside it: Tommy Corporation, based in Sapporo, holds 34.94% (4,974,800 shares), and an individual co-holder who also works as a company officer at Satudora Holdings holds a token 0.08% (11,821 shares). Together the three control 12,276,872 shares.
| Holder | Shares | Stake (%) |
|---|---|---|
| Tera Co., Ltd. (bidder) | 7,290,251 | 51.21% |
| Tommy Corporation (joint holder) | 4,974,800 | 34.94% |
| Individual co-holder, Satudora officer | 11,821 | 0.08% |
| Combined total | 12,276,872 | 86.23% |
Financing the buyout
The August 12 filing itself was triggered by a fresh pledge agreement: Tera has put up all the Satudora shares it bought as collateral for a loan from Aozora Bank, dated August 5, 2026. The bank supplied ¥5.59bn of the ¥9.19bn total acquisition cost, with Tera funding the remaining ¥3.6bn itself.
The route to a delisting
Tera plans to ask Satudora to call an extraordinary shareholder meeting, expected in early November, to approve a share consolidation and an accompanying change to the articles of incorporation that would scrap the unit-share rule, the standard mechanics Japanese acquirers use to force out remaining minority holders. A basic transaction agreement signed June 19 among the three holders lays out what comes after: Satudora would carry out a share split, Tommy Corporation would sell its untendered shares back to Satudora through a partial share buyback, and Tera would then absorb Satudora in a merger in which Satudora dissolves into Tera. As a final step, Tera itself would become a wholly owned subsidiary of Luna Co., Ltd., the company that currently owns all of Tera, through a share exchange.
The filing is a single change report tied to the share-pledge contract, not the tender offer document itself. The merger agreement and share-exchange contract described in it have not yet been signed, and the November meeting date is described in the filing only as expected, pending confirmation with Satudora's board.