공시 • Mar 11
R2 Inc completed the acquisition of Raksul Inc. (TSE:4384) of 86.5% stake from Yo Nagami, Yasukane Matsumoto, Aspex Opportunity Master Fund a fund managed by Aspex Management (HK) Limited, Keyrock Capital Master Fund Ltd managed by Keyrock Capital Management Limited and others.
R2 Inc proposed to acquire Raksul Inc. (TSE:4384) from Yo Nagami, Yasukane Matsumoto, Keyrock Capital Master Fund Ltd managed by Keyrock Capital Management Limited and others for ¥104 billion on December 11, 2025. A cash consideration valued at ¥1710 per share will be paid by R2 Inc. As of February 19, 2026, R2 Inc proposed to acquire Raksul Inc. (TSE:4384) from Yo Nagami, Yasukane Matsumoto, Aspex Opportunity Master Fund a fund managed by Aspex Management (HK) Limited and others at a revised purchase price of ¥1900 per share for approximately ¥116 billion. Tender Offeror has set the lower limit of the number of shares to be purchased at 39,699,100 shares. If the Tender Offeror cannot acquire all company shares through the tender offer, excluding treasury shares, it plans to implement "Squeeze-Out Procedures" to become the sole shareholder of the company. Tender Offer Period is From December 12, 2025 to February 4, 2026.
The Board of Directors of Raksul Inc. formed a special committee for the transaction. The expected completion date of the transaction is February 4, 2026. As of February 4, 2026, the tender offer period extended to February 19, 2026. As of February 19, 2026, the Offeror having decided to increase the purchase price per one common share of the Target Company in the Tender Offer from ¥1710 per share to ¥1900 per share and not to make any further changes to the Tender Offer Price going forward. As of February 19, 2026, the Tender Offeror have executed an agreement with Aspex Opportunity Master Fund (“Aspex”) (number of shares owned: 2,664,000 shares; ownership ratio: 4.47%) , pursuant to which Aspex agreed to tender all of the Target Company Shares held by it in the Tender Offer. On February 13, 2026, the Tender Offeror communicated to the Target Company that it was considering revising the Tender Offer Price from ¥1710 per share to ¥1900 per share. Accordingly, the Target Company passed a resolution, at the Board of Directors meeting held on February 18, 2026, to accept the proposal to set the Tender Offer Price at ¥1900 per share and, subject to the Tender Offeror’s formal decision to implement the Change in the Tender Offer conditions, maintain its opinion in support of the Change in the Tender Offer conditions and its recommendation for the Target Company shareholders to tender their shares in the Tender Offer. In connection with the decision to increase the Tender Offer Price and the submission of the Amendment Statement for the Tender Offer Registration Statement, the Tender Offer Period will be extended, pursuant to applicable laws and regulations, until March 9, 2026, being the date falling after the lapse of 11 Business Days from February 19, 2026, the filing date of such amendment statement, resulting in a total Tender Offer Period of 54 Business Days. The revised tender offer price of ¥1,900 per share represents a premium of 52,00%, 59.93%, 65.07% and 58.73% against the closing price of the day preceding December 11, 2025. As of February 24, 2026, e Tender Offer Period will be extended from March 9, 2026 until March 10, 2026 and the tender offer will settle on March 17, 2026. As of March 4, 2026, the Extraordinary Shareholders Meeting is planned to hold it in early May 2026.
TMI Associates act as legal advisor, KPMG FAS Co., Ltd. act as financial advisor for R2 Inc. Nomura Securities Co., Ltd act as tender offer agent for the transaction. Raksul’s Special Committee and Raksul itself appointed Plutus Consulting and KPMG, respectively, as their independent third-party valuation firm to calculate the company's equity value.
R2 Inc completed the acquisition of Raksul Inc. (TSE:4384) from Yo Nagami, Yasukane Matsumoto, Keyrock Capital Master Fund Ltd managed by Keyrock Capital Management Limited and others on March 10, 2026. R2 Inc intends to implement a series of procedures to make the itself the sole shareholder of Raksul Inc. . As a result of the implementation of such procedures, the Company Shares are expected to be delisted from the Tokyo Stock Exchange, Inc. following the prescribed procedures in accordance with the delisting criteria of the Tokyo Stock Exchange. Minimum tender is achieved.