Akatsuki (TYO:3932) will acquire all shares of Sunny Side Up (TYO:2180) through a tender offer, followed by a share exchange to make the company a wholly owned subsidiary, according to a Thursday filing on the Tokyo Stock Exchange.
The offer is part of a broader management integration plan, with Akatsuki also entering a memorandum of understanding on the post-takeover share exchange structure.
Akatsuki has already secured tender agreements from several key shareholders, including directors and affiliated asset management entities, covering about 12% of shares. It has also signed agreements with the company's representative director and its largest shareholder, who together hold a significant portion of equity.
The tender offer is aimed at full ownership, with no maximum cap set on purchases, while a minimum acceptance threshold of 37.48% has been established. If the threshold is not met, the transaction will not proceed.