Announcement • Jan 27
Tetsushi Ogawa completed the acquisition of an additional 77.35% stake in Pacific Industrial Co., Ltd. (TSE:7250) from The Ogaki Kyoritsu Bank, Ltd. (TSE:8361), Juroku Financial Group,Inc. (TSE:7380), PEC Holdings Corporation and others.
Tetsushi Ogawa proposed to acquire an additional 77.35% stake in Pacific Industrial Co., Ltd. (TSE:7250) from The Ogaki Kyoritsu Bank, Ltd. (TSE:8361), Juroku Financial Group,Inc. (TSE:7380), PEC Holdings Corporation and others for approximately ¥136 billion on July 24, 2025. A cash consideration of ¥2,050 per share will be paid by the buyer for the shares and ¥1 per 1 unit of Share Acquisition Right will be paid for the Share Acquisition Rights. Tetsushi Ogawa already holds 0.2% stake in Pacific Industrial Co., Ltd. Pacific Industrial’s directors who are owners of the Restricted Shares have responded that if the Tender Offer is completed successfully, they will support the Squeeze-out Procedures, and therefore, the number of voting rights pertaining to the number of Restricted Shares held by Pacific Industrial’s directors is deducted when considering the minimum number of shares planned for purchase. According to the Offeror, it intends to eventually become the sole shareholder of the Company, and as a means for achieving such objective, it plans to carry out, on the condition of completion of the Squeeze-out Procedures, a share swap with the ordinary shares of the Offeror as consideration having the Offeror as the wholly-owning parent after the Share Swap and the Company as a wholly-owned subsidiary after the Share Swap, and in terms of the Foundation, after the effectuation of the Share Swap, the Offeror is intended not to hold any ordinary shares of the Offeror, and to carry out necessary procedure to hold only class C preferred shares of the Offeror. In implementing the Tender Offer, the Offeror said that it agreed in writing today with Shinya Ogawa, the Representative Director and Chairman and Tetsushi Ogawa, the Representative Director and President of Pacific Industrial that they will not tender any of the Non-Tendered Shares owned by Shinya Ogawa (1,484,005 shares, ownership percentage: 2.57%). Also, the stake held by OGAWA Science and Technology Foundation will not tender any of the Non-Tendered Shares owned by the Foundation (1,000,000 shares; ownership percentage: 1.73%) in the Tender Offer. After the completion of the Tender Offer, the Offeror plans to request the Company to convene an extraordinary general shareholders meeting that includes in its agenda items a resolution for the Share Consolidation. After the successful completion of the Tender Offer, the Offeror plans to carry out the Squeeze-out Procedures in order to acquire all of the Company Shares and Share Acquisition Rights.
The offer is part of a management buyout the board of directors of Pacific Industrial has adopted a resolution at a meeting that they will state our opinion in support of the tender offer. Pacific Industrial has adopted a resolution at the meeting of the Board of Directors to express an opinion in support of the Tender Offer, to recommend that shareholders tender their shares in the Tender Offer.
The Offeror said that it has set the minimum number of shares planned for purchase in the Tender Offer at 35,841,900 shares and that in the event that the total number of share certificates, etc. tendered in the Tender Offer does not reach the minimum number of shares planned for purchase the Offeror will not purchase any of the Tendered Share Certificates, etc. The Board of Directors of Pacific Industrial Co., Ltd. formed a special committee for the transaction. As on September 8, 2025, CORE Inc. gives decided to extend the purchase period for the Tender Offer for share certificates, etc. of Pacific Industrial Co., Ltd from July 28, 2025, to September 24, 2025. As of September 8, 2025 the tender offer purchase period has been extended to October 8, 2025. As of September 24, 2025 the tender offer purchase period has been extended to October 8, 2025. As of October 8, 2025 the tender offer purchase period has been extended to October 23, 2025. As of October 23, 2025 the tender offer purchase period has been extended to November 7, 2025 and the offer price for tender offer has been changed to 2919 per share from 2050 per share. The number of shares to be tendered is 55.209117 million. As of November 7, 2025 the tender offer purchase period has been extended to November 21, 2025. As of November 21, 2025, the tender offer purchase period has been extended to December 8, 2025. Settlement of Commencement Date has changed to December 15, 2025. As of December 8, 2025 the tender offer purchase period has been extended to December 22, 2025. Settlement of Commencement Date has changed to December 29, 2025. As of December 22, 2025 the tender offer purchase period has been extended to January 13, 2026. Settlement of Commencement Date has changed to January 20, 2026. As of January 9, 2026 the tender offer purchase period has been extended to January 26, 2026 and settlement date changed to February 2, 2026. As per the document filed on January 9, 2026 the offer per share has been increase to 3036 per share and the number of shares to be tendered is 44.7 million.
YAMADA Consulting Group Co.,Ltd. acted as financial advisor for Pacific Industrial Co., Ltd. Anderson Mori & Tomotsune acted as legal advisor for Pacific Industrial Co., Ltd. Mitsubishi UFJ Morgan Stanley Securities acted as the financial advisor and Yuji Shiga, Tsukasa Tahara, and Yuki Taguchi of Nishimura & Asahi acted as the legal advisor to Tetsushi Ogawa.
Tetsushi Ogawa completed the acquisition of an additional 77.35% stake in Pacific Industrial Co., Ltd. (TSE:7250) from The Ogaki Kyoritsu Bank, Ltd. (TSE:8361), Juroku Financial Group,Inc. (TSE:7380), PEC Holdings Corporation and others on January 26, 2026. As per the transaction, Tetsushi Ogawa acquired a 55.26% stake in Pacific Industrial Co., Ltd., successfully meeting the minimum tender condition, and will acquire the remaining tendered shares through Squeeze-out Procedures.
