Fuji Media acknowledges Nomura acquisition intent, potential control shift

Fuji Media Holdings, Inc. announced on December 15, 2025, the receipt of a "Statement of Intent for Large-Scale Acquisition Activities" from Aya Nomura. This proposed acquisition, subject to foreign investment procedures, aims to increase Nomura's total voting rights, including those of related parties Reno Co., Ltd., S-GRANT. CO., LTD., and Citi Index First Co., Ltd., to a maximum of 33.3%. The acquirers currently hold 42,042,900 shares, with plans to acquire approximately 25m additional shares at market price.

The acquisition period is set to commence after a Shareholders' Will Confirmation Meeting concerning Fuji Media’s anti-takeover countermeasures, as outlined in its July 10, 2025 "Response Policy," and conclude one year from the Statement of Intent submission. The acquisition will not proceed if shareholders approve the countermeasures by an ordinary resolution.

Furthermore, Nomura would withdraw the Statement of Intent if Fuji Media announces concrete preparations for a spin-off or complete sale of its real estate business and commits to a shareholder return policy with a minimum dividend on equity ratio of 4%. In response, Fuji Media's Board of Directors plans to provide an information list to the acquirers within five business days to facilitate stakeholder review.