Fuji Media Holdings receives updated share acquisition proposal from Aya Nomura

Fuji Media Holdings announced the receipt of an amendment to the large-scale share acquisition statement from Aya Nomura, outlining changes to a previously disclosed proposal. The amended statement now specifies a tender offer as the method for acquisition, conditional on prior notification procedures under the Foreign Exchange and Foreign Trade Act. The acquisition price per share is set at JPY 4,000, with the tender offer period commencing as soon as possible after the acquisition is deemed possible under Fuji Media Holdings' defense policy, lasting for 30 business days.

The total number of shares to be acquired will be capped at approximately 25 million, aiming for the acquirers' combined voting rights to reach a maximum of 33.3% post-acquisition. This cap may fluctuate based on Fuji Media Holdings' own share repurchase activities. The amendment also reiterates that the acquirers will not proceed with the tender offer if a shareholder confirmation meeting regarding anti-takeover measures is approved by a simple majority vote.

The revised proposal includes conditions for withdrawal, such as Fuji Media Holdings announcing a shareholder return policy that includes either initiating preparations for a real estate business spin-off or complete sale, and a Dividend on Equity (DOE) of at least 4%. Fuji Media Holdings will proceed with its defense policy procedures based on this amended proposal and plans to issue a new information list to the acquirers by January 7, 2026.