Notice Regarding Results of the Tender Offer for Shares of Takara Bio Inc.
(Securities Code: 4974)
TAKARA HOLDINGS INC. (the “Tender Offeror”) resolved on February 13, 2026 to commence a tender offer for the common shares of Takara Bio Inc. (the “Target Company”) (Securities Code: 4974, Prime Market of the Tokyo Stock Exchange (the “TSE”)) (the “Target Company Shares”) pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”) (the “Tender Offer”), and has been conducting the Tender Offer since February 16, 2026. As the Tender Offer was completed on April 6, 2026, the Tender Offeror hereby announces the results thereof as set forth below.
1. Outline of Purchase, etc.
(1) Name and Address of the Tender Offeror
TAKARA HOLDINGS INC.
20 Naginataboko-cho, Shijo-dori Karasuma Higashi-iru, Shimogyo-ku, Kyoto Japan
(2) Name of the Target Company
Takara Bio Inc.
(3) Type of Share Certificates, etc. Subject to Purchase, etc.
Common Shares
(4) Number of Share Certificates, etc. to be Purchased
| Number of Shares to be Purchased | Minimum Number of Shares to be Purchased |
Maximum Number of Shares to be Purchased |
| 47,065,467 shares | 6,927,000 shares | - shares |
(Note 1) If the total number of tendered share certificates, etc. is less than the minimum number of shares to be purchased (6,927,000 shares), none of the tendered share certificates, etc. will be purchased. If the total number of tendered share certificates, etc. is equal to or more than the minimum number of shares to be purchased, all of the tendered share certificates, etc. will be purchased.
(Note 2) Shares constituting less than one unit are also subject to this Tender Offer. If a shareholder exercises the right to request the purchase of shares constituting less than one unit in accordance with the Companies Act, the Target Company may purchase its own shares during the period of purchase, etc. in the Tender Offer (the “Tender Offer Period”) in accordance with the procedures prescribed by applicable laws and regulations.
(Note 3) The Target Company does not plan to acquire any treasury shares through this Tender Offer.
(Note 4) As no upper limit has been set on the number of shares to be purchased in this Tender Offer, the stated number of shares to be purchased represents the maximum number of Target Company Shares that may be acquired by the Tender Offeror through this Tender Offer. Such maximum number is calculated by subtracting (i) the number of treasury shares held by the Target Company as of December 31, 2025 (133 shares), as stated in the “Consolidated Financial Results for the Nine Months Ended December 31, 2025 (Under Japanese GAAP)” announced by the Target Company on February 13, 2026 (the “Target Company Financial Results Summary”) and (ii) the number of Target Company Shares held by the Tender Offeror as of February 13, 2026 (73,350,000 shares) from (iii) the total number of issued shares as of December 31, 2025 (120,415,600 shares), as stated in the Target Company Financial Results Summary, resulting in (47,065,467 shares).
(5) Tender Offer Period
(i) Tender Offer Period
From February 16, 2026 (Monday) to April 6, 2026 (Monday) (34 business days)
(ii) Possibility of Extension at the Request of the Target Company
Not Applicable.
(6) Tender Offer Price
1,150 yen per common share
2. Results of Purchase, etc.
(1) Outcome of Purchase, etc.
The Tender Offer was subject to the condition that, if the total number of tendered share certificates, etc. is less than the minimum number of shares to be purchased (6,927,000 shares), none of the tendered share certificates, etc. will be purchased. Since the total number of tendered share certificates, etc. (31,733,101 shares) was equal to or more than the minimum number of shares to be purchased (6,927,000 shares), the Tender Offeror will purchase all of the tendered share certificates, etc., as described in the public notice of the commencement of the Tender Offer and the Tender Offer registration statement.
(2) Date of Public Notice of the Results of the Tender Offer and Name of Newspaper Publishing the Notice
Pursuant to Article 27-13, Paragraph 1 of the Act, the Tender Offeror announced the results of the Tender Offer to the press at the TSE on April 7, 2026 in accordance with the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the “Ordinance”).
(3) Number of Purchased Share Certificates, etc.
| Type of Share Certificates, etc. |
(i) Number of Shares Tendered (Share Equivalent) |
(ii) Number of Shares Purchased (Share Equivalent) |
| Share Certificates | 31,733,101 shares | 31,733,101 shares |
| Stock Acquisition Rights Certificates | ― | ― |
| Bonds with Stock Acquisition Rights | ― | ― |
| Trust Beneficiary Certificates for Share Certificates, etc. ( ) |
― | ― |
| Depository Receipts for Share Certificates, etc. ( ) |
― | ― |
| Total | 31,733,101 shares | 31,733,101 shares |
| (Total Number of Potential Share Certificates, etc.) |
（―） | （―） |
(4) Ownership Ratio of Share Certificates, etc. After the Purchase, etc.
| Number of Voting Rights Pertaining to Share Certificates, etc. Owned by the Tender Offeror Prior to Purchase, etc. |
733,500 rights | (Ownership Ratio of Share Certificates, etc. Prior to Purchase, etc.: 60.91%) |
| Number of Voting Rights Pertaining to Share Certificates, etc. Owned by Party in Special Relationship Prior to Purchase, etc. |
0 rights | (Ownership Ratio of Share Certificates, etc. Prior to Purchase, etc.: 0.00%) |
| Number of Voting Rights Pertaining to Share Certificates, etc. Owned by the Tender Offeror After Purchase, etc. |
1,050,831 rights | (Ownership Ratio of Share Certificates, etc. After Purchase, etc.: 87.27%) |
| Number of Voting Rights Pertaining to Share Certificates, etc. Owned by Party in Special Relationship After Purchase, etc. |
0 rights | (Ownership Ratio of Share Certificates, etc. After Purchase, etc.: 0.00%) |
| Total Number of Voting Rights of All Shareholders etc. of the Target Company |
1,203,723 rights |
(Note 1) The “Number of Voting Rights Pertaining to Share Certificates, etc. Owned by Party in Special Relationship Prior to Purchase, etc.” and the “Number of Voting Rights Pertaining to Share Certificates, etc. Owned by Party in Special Relationship After Purchase, etc.” state the total number of voting rights pertaining to share certificates, etc. owned by each party in special relationship (excluding, however, those persons who are excluded from party in special relationship pursuant to Article 3, Paragraph 2, Item 1 of the Ordinance in the calculation of the ownership ratio of share certificates, etc. under each item of Article 27-2, Paragraph 1 of the Act).
(Note 2) The “Total Number of Voting Rights of All Shareholders etc. of the Target Company” is the total number of voting rights of all shareholders as of September 30, 2025 (stated on the basis that one unit consists of 100 shares) as set forth in the semiannual securities report for the 24th fiscal year submitted by the Target Company on November 12, 2025. However, since purchase, etc. also covers shares constituting less than one unit, in the calculation of the “Ownership Ratio of Share Certificates, etc. Prior to Purchase, etc.” and the “Ownership Ratio of Share Certificates, etc. After Purchase, etc.”, the denominator is the number of voting rights (1,204,154) pertaining to the number of shares (120,415,467 shares) obtained by subtracting (i) the number of treasury shares owned by the Target Company as of December 31, 2025 (133 shares) as stated in the Target Company Financial Results Summary from (ii) the total number of issued shares of the Target Company as of the same date (120,415,600 shares) as stated in the Target Company Financial Results Summary.
(Note 3) The “Ownership Ratio of Share Certificates, etc. Prior to Purchase, etc.” and the “Ownership Ratio of Share Certificates, etc. After Purchase, etc.” are rounded off at the third decimal place.
(5) Calculation in Case of Purchase, etc. Based on a Pro Rata Basis
Not applicable.
(6) Method of Settlement
(i) Name and Head Office Location of the Financial Instruments Business Operator/Bank, etc. That Will Carry Out Settlement of the Purchase, etc.
Nomura Securities Co.,Ltd. 1-13-1 Nihonbashi, Chuo-ku, Tokyo
(ii) Settlement Commencement Date
April 13, 2026 (Monday)
(iii) Method of Settlement
Without delay after the end of the Tender Offer Period, a notice of purchase, etc. by the Tender Offer will be mailed to the address of persons who accepted the application for purchase, etc. or made an application for sale, etc. of Share Certificates, etc. regarding the Tender Offer (the “Tendering Shareholders, etc.”) (in the case of shareholders, etc. residing outside Japan who do not have an account with the Tender Offer agent through which transactions can be conducted (including corporate shareholders, etc.), to their standing proxy).
The purchase will be made in cash. Tendering Shareholders, etc. may receive the sale proceeds by the Tender Offer without delay after the settlement commencement date, by transfer or other method instructed by the Tendering Shareholders, etc. (a remittance fee may be charged).
3. Policy After the Tender Offer and Future Outlook
There have been no changes from the content set forth in the “Notice Regarding Commencement of the Tender Offer for Shares of Takara Bio Inc. (Securities Code: 4974)” published by the Tender Offeror on February 13, 2026 regarding the policy after the Tender Offer and future outlook.
The Tender Offeror plans to implement a series of procedures to make the Tender Offeror the sole shareholder of the Target Company (the “Squeeze-Out Procedures”). As of today, the shares of the Target Company are listed on the Prime Market of the TSE; however, if the Squeeze-Out Procedures are implemented, the shares of the Target Company will be delisted following the prescribed procedures in accordance with the delisting criteria prescribed by the TSE. After the shares of the Target Company are delisted, they cannot be traded on the Prime Market of the TSE. With respect to future procedures, the Tender Offeror plans to promptly make an announcement once they are determined.
4. Location Where the Copy of the Tender Offer Report is Available for Public Inspection
TAKARA HOLDINGS INC.
(20 Naginataboko-cho, Shijo-dori Karasuma Higashi-iru, Shimogyo-ku,Kyoto)
Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)
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