Announcement • Nov 18
CTOC Co., Ltd. and the management of Paramount Bed Holdings Co., Ltd. led by Tomohiko Kimura acquired additional 49.28% stake in Paramount Bed Holdings Co., Ltd. (TSE:7817) from Founding Family, Kimura Nursing Foundation, Michihide Kimura Related Shareholders and others for approximately ¥100 billion.
CTOC Co., Ltd. and the management of Paramount Bed Holdings Co., Ltd. led by Tomohiko Kimura submitted a non-binding letter of intent to acquire an additional 68.09% stake in Paramount Bed Holdings Co., Ltd. (TSE:7817) from Founding Family, Kimura Nursing Foundation, Michihide Kimura Related Shareholders and others for approximately ¥140 billion on June 12, 2025. During the management buyout (MBO) process for Paramount Bed Holdings Co., Ltd., the Tender Offer Price underwent several revisions. Initially proposed at ¥3,000 per share, the price was increased multiple times following requests from the Special Committee. The second proposal raised the price to ¥3,200, followed by a third proposal at ¥3,350. Further negotiations led to a fourth proposal of ¥3,450 and a fifth at ¥3,500. Ultimately, the final offer was set at ¥3,530 per share, reflecting a premium of 30.45% over the closing price of ¥2,706 on the business day preceding the proposal. This final price was accepted by the Special Committee, confirming its adequacy for the shareholders. A cash consideration valued at ¥3530 per share will be paid. As part of consideration, buyer is acquiring 39.22 million shares in Paramount Bed Holdings Co., Ltd. Financing has been secured through a bank loan of ¥141.63 billion from Mizuho Bank. This transaction is structured as a management buyout, with the intention of delisting Paramount Bed Holdings shares following the tender offer and subsequent procedures.
Non-Tender Agreements were made with significant shareholders, including Tomohiko Kimura, CTOC, WISE LIGHT Co., Ltd., LAPIS LAZULI Co., Ltd., Kenji Kimura, LLAGE WOOD Co., SION Co., Ltd., and Michihide Kimura Related Shareholders who collectively hold 16.87 million shares (representing 30.08%) and have agreed not to tender their shares. Plutus Consulting express a fairness opinion that the Tender Offer Price (¥3530) is fair to the Company’s general shareholders from a financial perspective. The Tender Offer Price represents a 31.37% premium over the closing price of ¥2687 for Paramount Bed Holdings Co., Ltd. Share. If the total number of Tendered Shares does not meet the minimum tender of 20.49 million shares, the Offeror will not purchase, etc. any of the Tendered Shares.
The transaction is subject to minimum tender. The Board of Directors of Paramount Bed Holdings Co., Ltd. formed a special committee for the transaction. The transaction is subject to Paramount Bed Holdings shareholder approval for share consolidation. The deal has been unanimously approved by Paramount Bed Holdings Co., Ltd. board. The resolution by Paramount Bed Holdings Board of Directors was made assuming that Paramount Bed Holdings Shares will be delisted as a result of the implementation of the Tender Offer and the Squeeze-Out Procedures.
The expected completion of the transaction is November 17, 2025.
Daiwa Securities Co. Ltd. acted as financial advisor for CTOC Co., Ltd. Daiwa Securities Co., Ltd. acted as Tender Offer Agent in the transaction. Anderson Mori & Tomotsune acted as legal advisor for CTOC Co., Ltd. Deloitte Tohmatsu Financial Advisory LLC acted as financial due diligence provider for Paramount Bed Holdings Co., Ltd. Deloitte Tohmatsu Tax Co. acted as tax due diligence provider for Paramount Bed Holdings Co., Ltd. Mizuho Securities Co., Ltd. acted as financial advisor for Paramount Bed Holdings Co., Ltd. TMI Associates acted as legal advisor for Paramount Bed Holdings Co., Ltd. Plutus Consulting Co., Ltd. provided fairness opinion to Paramount Bed Holdings Co., Ltd.
CTOC Co., Ltd. and the management of Paramount Bed Holdings Co., Ltd. led by Tomohiko Kimura completed the acquisition of additional 49.28% stake in Paramount Bed Holdings Co., Ltd. (TSE:7817) from Founding Family, Kimura Nursing Foundation, Michihide Kimura Related Shareholders and others for approximately ¥100 billion on November 17,2025. A total of 28,388,255 Company Shares were tendered, surpassing the minimum required threshold of 20,486,500 shares. Consequently, all tendered shares will be purchased.
