News
Notice Regarding Result of Tender Offer for Shares, Etc. of the Company by BXJE II Holding KK and Change of Parent Company and the Largest (Major) Shareholder
Sep 25, 2025
TechnoPro Holdings, Inc. (the “Company”) hereby announces that the tender offer (the “Tender Offer”) by BXJE II Holding KK (the “Offeror”), which commenced on August 7, 2025, for the common shares of the Company (the “Company Shares”) and the American Depositary Shares (Note 1) (the Company Shares and the American Depositary Shares are collectively referred to as the “Company Shares, etc.”) was completed on September 24, 2025.
In addition, as a result of the Tender Offer, a change in the Company’s parent company and its largest and major shareholder, is expected to take effect on October 1, 2025, the commencement date of settlement. Details are provided below.
(Note 1)“American Depositary Shares” refer to the American depositary shares issued in the United States by The Bank of New York Mellon (the “Depositary Bank”), representing the Company Shares deposited with the Depositary Bank.
1. Results of Tender Offer
The Company has today received a report from the Offeror on the results of the Tender Offer as stated in the “Notice Concerning Results of Tender Offer for Shares, Etc. of TechnoPro Holdings, Inc. (Securities Code: 6028),” which is attached hereto as the Attachment.
Since the total number of the Company Shares, etc. tendered in the Tender Offer is no less than the minimum number of tendered shares to be purchased (69,460,100 shares), the Tender Offer has been consummated.
2. Change of Parent Company and Largest (Major) Shareholder
(1) Scheduled date of change
October 1, 2025 (the commencement date of settlement of the Tender Offer)
(2) Background of the change
The Company has today received a report from the Offeror stating that, through the Tender Offer, the Offeror will acquire 83,300,919 shares of the Company Shares, etc.
As a result, upon the completion of the settlement of the Tender Offer scheduled to begin on October 1, 2025 (the commencement date of settlement of the Tender Offer), the Offeror will hold more than 50% of the total voting rights of all shareholders of the Company. Accordingly, the Offeror will become the Company’s new parent company and the largest (major) shareholder. In addition, BXJE I Holding KK, BXJE Holdings (CYM) L.P., and BXJE Holdings Manager L.L.C. will indirectly hold the Company Shares through the Offeror and will therefore also be deemed the parent companies of the Company.
(3) Overview of the changing shareholders
(i) Overview of the shareholder to become the new parent company and the largest (major) shareholder
| (a) Name | BXJE II Holding KK | |
|---|---|---|
| (b) Address | 1-4, Toranomon 5-chome, Minato-ku, Tokyo | |
| (c) Name and Title of Representative | Atsuhiko Sakamoto, Representative Director | |
| (d) Business Description | 1. Investing in, holding and managing securities such as stocks and corporate bonds; and | |
| (e) Capital | 300 million and 1 yen | |
| (f) Date of Incorporation | July 8, 2025 | |
| (g) Major Shareholder and Shareholding Ratio | BXJE I Holding KK 100% | |
| (h) Relationship Between the Company and the Shareholder | Capital Relationship | None |
| Personnel Relationship | None | |
| Business Relationship | None | |
| Status as a Related Party | None | |
(ii) Overview of the shareholder to become the new parent company
| (a) Name | BXJE I Holding KK | |
|---|---|---|
| (b) Address | 1-4, Toranomon 5-chome, Minato-ku, Tokyo | |
| (c) Name and Title of Representative | Atsuhiko Sakamoto, Representative Director | |
| (d) Business Description | 1. Investing in, holding and managing securities such as stocks and corporate bonds; and | |
| (e) Capital | 1 yen | |
| (f) Date of Incorporation | July 8, 2025 | |
| (g) Major Shareholder and Shareholding Ratio | BXJE Holdings (CYM) L.P. 84.05% | |
| (h) Relationship Between the Company and the Counterparty | Capital Relationship | None |
| Personnel Relationship | None | |
| Business Relationship | None | |
| Status as a Related Party | None | |
(iii) Overview of the shareholder to become the new parent company
| (a) Name | BXJE Holdings (CYM) L.P. | |
|---|---|---|
| (b) Address | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. | |
| (c) Governing law for establishment, etc. | An exempted limited partnership incorporated and registered under the laws of the Cayman Islands | |
| (d) Overview of the General Partner | Name | BXJE Holdings Manager L.L.C. |
| Address | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| Name and Title of Representative | Robert Brooks, Authorized Signatory | |
| Business Description | Business operations of the partnership as the general partner | |
| Capital | 0 yen | |
| (e) Overview of agent in Japan | Name | Kazuaki Tobioka, Partner, Anderson Mori & Tomotsune |
| Adress | Otemachi Park Building, 1-1-1 Otemachi, Chiyoda-ku, Tokyo | |
| (f) Relationship Between the Company and the Counterparty | Relationship between the Company and the Counterparty | None |
| Relationship between the Company and the General Partner | None | |
| Relationship between the Company and the Agent in Japan | None | |
(iv) Overview of the shareholder to become the new parent company
| (a) Name | BXJE Holdings Manager L.L.C. | |
|---|---|---|
| (b) Address | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| (c) Name and Title of Representative | Robert Brooks, Authorized Signatory | |
| (d) Business Description | Business operations of the partnership as the general partner | |
| (e) Capital | 0 yen | |
| (f) Date of Incorporation | June 2, 2025 | |
| (g) Major Shareholder and Shareholding Ratio | Blackstone Management Associates Asia II L.P. 50% | |
| (h) Relationship Between the Company and the Counterparty | Capital Relationship | None |
| Personnel Relationship | None | |
| Business Relationship | None | |
| Status as a Related Party | None | |
(4) Number of voting rights held by, and the ownership ratio of voting rights of, the changing shareholders before and after the change
(i) BXJE II Holding KK (Offeror)
| Attribute | Number of voting rights (ownership ratio of voting rights (Note 2)) |
Rank among major shareholders | |||
|---|---|---|---|---|---|
| Direct ownership | Subject to joint ownership | Total | |||
| Before change | — | — | — | — | — |
| After change | Parent company and largest shareholder |
833,009 units (79.95%, 83,300,919 shares) |
— | 833,009 units (79.95%, 83,300,919 shares) |
1st |
(Note 2)The ownership ratio of voting rights to the total voting rights of all shareholders is calculated based on the number of outstanding shares of the Company as of June 30, 2025 (104,500,000 shares), as stated in the “Summary of the Consolidated Financial Statements (IFRS) for the Fiscal Year Ended June 30, 2025” published on August 6, 2025 (the “Financial Statements for FY25.6”). From this total, the number of treasury shares held by the Company (309,817 shares) as of June 30, 2025, which is stated in the Financial Statements for FY25.6, is deducted, resulting in 104,190,183 outstanding shares. The corresponding number of voting rights (1,041,901) is used as the basis for the calculation. The resulting percentage is rounded to the nearest third decimal place. The same shall apply hereinafter to the “ownership ratio of voting rights.”
(ii) BXJE I Holding KK
| Attribute | Number of voting rights (ownership ratio of voting rights) |
Rank among major shareholders | |||
|---|---|---|---|---|---|
| Direct ownership | Subject to joint ownership | Total | |||
| Before change | — | — | — | — | — |
| After change | Parent company (indirectly holding Company Share) |
— | 833,009 units (79.95%, 83,300,919 shares) |
833,009 units (79.95%, 83,300,919 shares) |
— |
(iii) BXJE Holdings (CYM) L.P.
| Attribute | Number of voting rights (ownership ratio of voting rights) |
Rank among major shareholders | |||
|---|---|---|---|---|---|
| Direct ownership | Subject to joint ownership | Total | |||
| Before change | — | — | — | — | — |
| After change | Parent company (indirectly holding Company Share) |
— | 833,009 units (79.95%, 83,300,919 shares) |
833,009 units (79.95%, 83,300,919 shares) |
— |
(iv) BXJE Holdings Manager L.L.C.
| Attribute | Number of voting rights (ownership ratio of voting rights) |
Rank among major shareholders | |||
|---|---|---|---|---|---|
| Direct ownership | Subject to joint ownership | Total | |||
| Before change | — | — | — | — | — |
| After change | Parent company (indirectly holding Company Share) |
— | 833,009 units (79.95%, 83,300,919 shares) |
833,009 units (79.95%, 83,300,919 shares) |
— |
(5) Changes in unlisted parent companies, etc. subject to disclosure
As a result of the Tender Offer, the Offeror directly holds the Company Shares and is therefore in a position to exert influence, and therefore it is considered to have the greatest impact on the Company’s decision-making and business activities. Accordingly, the Offeror will be subject to disclosure as the unlisted parent company, etc. of the Company.
(6) Future outlook
As stated above, although 83,300,919 Company Shares, etc. were tendered in the Tender Offer, the Offeror was unable to acquire all of the Company Shares, etc. (excluding treasury shares held by the Company) through the Tender Offer. Therefore, the Offeror intends to become the sole shareholder of the Company through a series of the procedures described in “(5) Policy on Organizational Restructuring After the Tender Offer (Matters Concerning the So-Called Two-Step Acquisition)” in “3. Content, Basis and Reasons for the Opinion Regarding the Tender Offer” of the Company’s press release “Notice of Statement of Opinion in Support of and Neutral Position on the Tender Offer for Shares of the Company by BXJE II Holding KK,” published on August 6, 2025. As of today, the Company Shares are listed on the Prime Market of the Tokyo Stock Exchange, Inc. (the “TSE”), however, if such procedures are carried out, the Company Shares will be delisted pursuant to the delisting criteria established by the TSE, following the prescribed procedures. Once delisted, the Company Shares will no longer be tradable on the TSE.
Details regarding the specific procedures and schedule will be announced promptly once determined through consultation with the Offeror.