Quick Takeaways
- The tender offer will result in Sawafuji Electric’s delisting and full privatization under ARTS-4 Inc.
- Major automotive shareholders are reshaping ownership ahead of a planned merger and restructuring phase.
On December 19, Sawafuji Electric Co., Ltd. announced a major corporate move centered on a Sawafuji Electric tender offer that is set to reshape the company’s ownership and listing status. The transaction involves ARTS-4 Inc., a special purpose company established to execute a full acquisition, ultimately positioning Sawafuji Electric for delisting and a subsequent merger.
Sawafuji Electric Tender Offer Details and Timeline
Under the announced plan, ARTS-4 Inc., wholly owned by the Japan Monozukuri Mirai Investment Limited Partnership, will initiate the tender offer for all outstanding shares of Sawafuji Electric. The offer price has been set at JPY 1,303 per share, reflecting a decisive step toward complete privatization.
Key milestones of the transaction include:
The Japan Monozukuri Mirai Investment is managed by an investment fund that oversees execution and governance through its general partner, ensuring centralized control of the process.
Shareholder Participation in the Sawafuji Electric Tender Offer
Several major shareholders have already committed to the Sawafuji Electric tender offer. Denso Corporation, holding 9.27 percent of the shares, and Honda Motor Co., Ltd., with a 6.03 percent stake, have both entered agreements to tender their holdings to ARTS-4.
Hino Motors, Ltd., the largest shareholder with a 30.29 percent stake, will not participate directly in the tender offer. Instead, Sawafuji Electric will acquire Hino Motors’ shares after the completion of the offer. This two-step approach ensures that ARTS-4 ultimately secures full ownership.
Delisting and Planned Merger Outcome
Following completion of the tender offer and the subsequent share acquisition, ARTS-4 is expected to own 100 percent of Sawafuji Electric’s shares. Once this process is finalized, ARTS-4 and Sawafuji Electric are scheduled to merge, bringing the transaction to its final stage.
This structure allows Sawafuji Electric to transition from a publicly listed entity to a privately held company, potentially enabling faster strategic decision-making and long-term operational restructuring under a single ownership framework.
Sawafuji Electric Tender Offer Details and Timeline
Under the announced plan, ARTS-4 Inc., wholly owned by the Japan Monozukuri Mirai Investment Limited Partnership, will initiate the tender offer for all outstanding shares of Sawafuji Electric. The offer price has been set at JPY 1,303 per share, reflecting a decisive step toward complete privatization.
Key milestones of the transaction include:
- Tender offer period running from December 22, 2025 to February 9, 2026
- Post-offer delisting of Sawafuji Electric from the stock exchange
- Final consolidation of ownership under ARTS-4 Inc.
The Japan Monozukuri Mirai Investment is managed by an investment fund that oversees execution and governance through its general partner, ensuring centralized control of the process.
Shareholder Participation in the Sawafuji Electric Tender Offer
Several major shareholders have already committed to the Sawafuji Electric tender offer. Denso Corporation, holding 9.27 percent of the shares, and Honda Motor Co., Ltd., with a 6.03 percent stake, have both entered agreements to tender their holdings to ARTS-4.
Hino Motors, Ltd., the largest shareholder with a 30.29 percent stake, will not participate directly in the tender offer. Instead, Sawafuji Electric will acquire Hino Motors’ shares after the completion of the offer. This two-step approach ensures that ARTS-4 ultimately secures full ownership.
Delisting and Planned Merger Outcome
Following completion of the tender offer and the subsequent share acquisition, ARTS-4 is expected to own 100 percent of Sawafuji Electric’s shares. Once this process is finalized, ARTS-4 and Sawafuji Electric are scheduled to merge, bringing the transaction to its final stage.
This structure allows Sawafuji Electric to transition from a publicly listed entity to a privately held company, potentially enabling faster strategic decision-making and long-term operational restructuring under a single ownership framework.
Share: