Brother initiates tender offer to acquire Mutoh

Brother Industries Ltd has commenced a tender offer to acquire all outstanding shares of Mutoh Holdings Co., Ltd, with the stated intention of making Mutoh a wholly owned subsidiary.

In a formal notice released on 4 February 2026, Brother confirmed that its board had resolved to proceed with the tender offer under Japan’s Financial Instruments and Exchange Act, targeting all issued shares of Mutoh Holdings listed on the Tokyo Stock Exchange Standard Market, excluding treasury shares.

Mutoh’s board of directors has formally expressed its support for the tender offer and recommended that shareholders tender their shares. This recommendation followed a bidding process and an evaluation of the offer price and transaction terms, as outlined in the tender materials.

The tender offer price has been set at 7,626 yen per share, valuing the transaction at approximately 35.0 billion yen if all eligible shares are acquired. The offer period runs from 5 February to 23 March 2026, spanning 30 business days, which is longer than the statutory minimum.

According to the tender documentation, Brother does not currently hold any shares in Mutoh. However, it has entered into tender support agreements with several major shareholders. Collectively, these shareholders have agreed to tender shares representing 41.68 per cent of Mutoh’s outstanding voting rights.

In the supplementary materials accompanying the announcement, Brother positioned the transaction within its medium-term business strategy, which emphasises expanding its Industrial Printing and Printing & Automation businesses. Brother stated that the tender offer is intended to expand its product lineup and strengthen its business foundations in targeted growth areas.

Brother said it aims to “secure a product lineup and market position in the Printing & Automation area” while enhancing corporate value by strengthening the foundations of both companies. The company also highlighted the complementary nature of the two portfolios, noting limited overlap between Brother’s industrial and garment printing systems and Mutoh’s large-format printers and inks.

Brother stated that the tender offer will be funded using its own cash reserves. Completion of the transaction remains subject to shareholder participation thresholds and customary regulatory approvals.