SilverCape launches tender offer for Digital Holdings, topping Hakuhodo's bid

SilverCape Investments Limited plans to launch a tender offer for Digital Holdings (TSE:2389) shares at JPY 2,380 per share and new share options at JPY 120,100 (9th series) and JPY 136,400 (10th series). This offer represents a premium of JPY 410 per share over the JPY 1,970 proposed by Hakuhodo DY Holdings in its ongoing tender offer, which is set to expire on October 28, 2025. SilverCape aims to commence its tender offer by late November 2025, pending the fulfillment of certain conditions, including the monetization of its cash assets.

SilverCape currently owns 14.41% of Digital Holdings' shares and intends to acquire a minimum of 3,535,700 shares, representing 18.93% of voting rights, to secure at least one-third of the voting rights. This would allow SilverCape to influence important resolutions at shareholder meetings. The company views its offer as more compelling than Hakuhodo's, asserting that the Hakuhodo bid undervalues Digital Holdings' potential and long-term value.

The offer price of JPY 2,380 per share reflects a 10.03% premium over Digital Holdings' closing price on September 10, 2025 (JPY 2,163) and significantly higher premiums over average closing prices for the past one, three, and six months. SilverCape's evaluation considered Digital Holdings' core Marketing business and its strong net cash position, arriving at an enterprise value of approximately JPY 416 bn.