Blackstone Vehicle Offers ¥2,200 a Share to Take Project Holdings Private

TX1 Kabushiki Kaisha, a shell company formed on September 3, 2026 with ¥1 in capital, is offering ¥2,200 for each share of Project Holdings (TSE Growth: 9246), the digital-transformation consultancy whose board, with the CEO recused as one of the shareholders agreeing to tender, voted unanimously among its other six directors to recommend shareholders tender into a deal meant to take the company private. TX1 is wholly owned by TechnoPro Holdings, which is itself indirectly owned by funds managed, advised or operated by Blackstone Inc. or its affiliates. The offer runs from September 29 to November 11, 2026, 30 business days rather than the legal minimum of 20, with no upper limit on shares sought and a floor of 3,554,400 shares, equal to 62.43% of the company's shares and, under the statutory voting-rights calculation used for the offer, a 65.17% holding ratio. The price is a 98.20% premium to the stock's ¥1,110 close on September 25, the last trading day before the announcement.

Getting to ¥2,200 took two rounds of pushback from Project Holdings' independent special committee, plus a third request the buyer refused. TechnoPro Holdings first proposed ¥2,050 on August 26, a 90.17% premium to the prior close; the special committee judged it too low and asked for more. TechnoPro Holdings raised the price to ¥2,150 on September 7, was rebuffed again, then set ¥2,200 on September 15 and called it final. The committee pushed once more on September 17, but TechnoPro Holdings held at ¥2,200 on September 24, calling it the maximum it would offer.

The buyer arrived with a majority of the register already secured. SBI Holdings (28.65% of shares), Project Holdings' CEO (15.51%) and DY Investment Limited Partnership No. 1 (15.10%) have each signed agreements to tender their combined 59.27% stake. The CEO must first release a pledge over 530,000 of his shares held by Mizuho Bank, which he plans to clear during September 29, the day the offer opens, before tendering. SBI Holdings' capital tie with Project Holdings ends once the tender settles, but a separate business-alliance agreement signed the same day keeps commercial dealings running between SBI Holdings and Project Holdings' operating subsidiary.

If the tender leaves TX1 short of full ownership, its next step depends on how much of the company it secures. At 90% or more of voting rights, it can use a statutory share-sale demand to buy out remaining holders directly; below that threshold, it plans a share consolidation under Article 180 of the Companies Act, through an extraordinary shareholders' meeting pencilled in for mid-January 2027, reducing holdouts' stakes to fractional shares redeemable at the same ¥2,200 price. Any warrants left outstanding would be handled separately, through acquisition and cancellation or by asking holders to relinquish them. Delisting from TSE Growth follows either path, but neither the tender's success nor the squeeze-out has happened yet.

One effect is conditional on the tender succeeding: Project Holdings' board separately resolved to scrap its shareholder-benefit-point program if the offer goes through. Points earned through the March 31, 2026 record date could then be exchanged for goods between November 24 and December 31, 2026, provided the holder still held at least 300 shares under the same shareholder number as of September 30, 2026; any unused points would lapse after that window. Holders of seven series of stock options, priced at ¥1 apiece in the offer, are left to decide for themselves whether to tender, since most of the options cannot be exercised by an outside buyer under their vesting terms.