공시 • Jul 25
The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of 40% stake in TRYT Inc. (TSE:9164) from EQT Private Capital Asia, EQT AB (publ) (OM:EQT) and others. The Carlyle Group Inc. (NasdaqGS:CG) agreed to acquire 40% stake in TRYT Inc. (TSE:9164) from EQT Private Capital Asia, EQT AB (publ) (OM:EQT) and others for ¥35.2 billion on June 10, 2025. The offer price is ¥880 per share, and the minimum number of shares to be purchased is 6,666,700 shares. The tender offer is set to begin on June 11, 2025, and will run until July 23, 2025 There is no maximum limit specified, which means the Offeror intends to purchase all shares tendered if the minimum threshold is met. The Special Committee consisted of independent outside directors of the Company, namely Maiko Ono, Goro Nishimoto, and Hiroyuki Izutsu. The committee was tasked with reviewing whether to proceed with the Transactions and making recommendations to the Board of Directors, as well as examining whether the Board's decision on the Transactions would be disadvantageous to the Company's minority shareholders The Offeror aims to make TRYT Inc. a wholly-owned subsidiary through a series of transactions, including a reverse share split and a private transfer of shares from LSDH, the largest shareholder. If the tender offer does not result in acquiring all shares, a reverse share split will be conducted, followed by a private transfer of shares from LSDH to the Offeror. The private transfer price is set at ¥870 per share, slightly lower than the tender offer price, to facilitate the completion of the tender offer. The tender offer is conducted under Japanese law, and there are specific considerations regarding U.S. regulations and other international legal restrictions. The announcement includes disclaimers about forward-looking statements and the legal framework governing the tender offer.
The expected completion of the transaction is July 23, 2025. Nomura Securities Co., Ltd. act as transfer agent for TRYT Inc. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. as financial advisor, Mori Hamada & Matsumoto LPC as legal advisor for TRYT Inc. Naoya Shiota of Morrison & Foerster LLP (Japan) acted as financial advisor to EQT and Life Science & Digital Health Co. Limited.
The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of 40% stake in TRYT Inc. (TSE:9164) from EQT Private Capital Asia, EQT AB (publ) (OM:EQT) and others on July 23, 2025. As TRYT received from the Offeror a report on the results of the Tender Offer to the effect that the Tender Offer was successfully completed because 35,828,456 Company Shares were tendered in the Tender Offer with the total number of the tendered TRYT Shares being equal to or greater than the minimum number of shares to be purchased (6,666,700 shares). Accordingly, the Offeror will acquire all of the tendered TRYT Shares. 공시 • Jun 10
The Carlyle Group Inc. (NasdaqGS:CG) agreed to acquire TRYT Inc. (TSE:9164) from Life Science & Digital Health Co. Limited, EQT AB (publ) (OM:EQT) and others for ¥88 billion. The Carlyle Group Inc. (NasdaqGS:CG) agreed to acquire TRYT Inc. (TSE:9164) from Life Science & Digital Health Co. Limited, EQT AB (publ) (OM:EQT) and others for ¥88 billion on June 10, 2025. The offer price is ¥880 per share, and the minimum number of shares to be purchased is 6,666,700 shares. The tender offer is set to begin on June 11, 2025, and will run until July 23, 2025 There is no maximum limit specified, which means the Offeror intends to purchase all shares tendered if the minimum threshold is met. The Special Committee consisted of independent outside directors of the Company, namely Maiko Ono, Goro Nishimoto, and Hiroyuki Izutsu. The committee was tasked with reviewing whether to proceed with the Transactions and making recommendations to the Board of Directors, as well as examining whether the Board's decision on the Transactions would be disadvantageous to the Company's minority shareholders The Offeror aims to make TRYT Inc. a wholly-owned subsidiary through a series of transactions, including a reverse share split and a private transfer of shares from LSDH, the largest shareholder. If the tender offer does not result in acquiring all shares, a reverse share split will be conducted, followed by a private transfer of shares from LSDH to the Offeror. The private transfer price is set at ¥870 per share, slightly lower than the tender offer price, to facilitate the completion of the tender offer. The tender offer is conducted under Japanese law, and there are specific considerations regarding U.S. regulations and other international legal restrictions. The announcement includes disclaimers about forward-looking statements and the legal framework governing the tender offer.
The expected completion of the transaction is July 23, 2025. Nomura Securities Co., Ltd. act as transfer agent for TRYT Inc. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. as financial advisor, Mori Hamada & Matsumoto LPC as legal advisor for TRYT Inc. 공시 • Jun 06
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