Hogy Medical amends tender offer as GMO commits shares

Hogy Medical Co., Ltd. announced an amendment to its support for a tender offer by TCG2509 Co., Ltd., revealing an additional tender offer agreement with Grantham, Mayo, Van Otterloo & Co. LLC ("GMO") dated December 25, 2025. GMO will tender all of its 2,237,900 Company shares, representing an ownership ratio of 10.38%. This new agreement is in addition to the existing agreement with Dalton Group, which committed to tender its 5,945,400 shares (27.58%).

The Offeror plans to make Hogy Medical a wholly-owned subsidiary through these transactions, with a minimum purchase of 14,362,400 shares (66.62% ownership ratio) in the Tender Offer. The valuation of Company Shares for limited partner interests in the LP Interest Acquisition is set at JPY 6,700, aligning with the Tender Offer Price. The acquisition of LP interests by both Dalton Group and GMO was considered independently of their decision to tender shares, aiming to benefit from their long-term insights into the Company's value.

Despite GMO’s tender bringing the minimum purchase slightly below the “Majority of Minority” threshold (shortfall of 509,137 shares or 2.36%), Hogy Medical’s legal advisors concluded this change does not impair the rationality or fairness of the Transactions. Both Dalton Group and GMO will indirectly acquire economic interests in the Carlyle Fund post-completion.