Taiyo Pacific Partners to acquire Star Micronics for 2,210 yen per share

Solstitia Corporation, a special purpose company wholly owned by Taiyo Unleash Acrux Holdings, LP, a fund managed by Taiyo Pacific Partners L.P., is initiating a tender offer to acquire all outstanding shares and share options of Star Micronics at 2,210 yen per common share. This represents a premium of 30.69% over the previous trading day's closing price. The tender offer period will run from November 13 to December 25, 2025. Taiyo Pacific Partners, which already holds 35.69% of Star Micronics' shares, aims to delist the company to facilitate aggressive investments and fundamental reforms without the pressures of short-term market performance.

Star Micronics’ board of directors has expressed support for the tender offer, recommending that shareholders tender their shares, citing the offer price as fair and the delisting as a strategic move to address intense competition and drive long-term growth. The company will cancel its year-end dividend for December 2025 as a result of the planned delisting, a departure from its previous dividend policy of 70 yen per share annually. The acquisition aligns with Star Micronics' second medium-term management plan, "Promotion of Transformation," focusing on structural reforms in machine tools, special products, and new medical businesses.

The tender offer’s minimum threshold is 14,800,700 shares. Following the tender offer, Star Micronics will become a wholly-owned subsidiary of Solstitia Corporation through a two-step acquisition process, including a share consolidation. Star Micronics's independent special committee and financial advisors, SMBC Nikko Securities and Hibiya Park Law Office, have deemed the transaction fair and reasonable, based on comprehensive evaluations of the share price, market premiums, and the strategic rationale for the delisting.