Brother tender offer for shares of Mutoh

BROTHER INDUSTRIES, LTD. has announced that its Board of Directors has resolved to launch a tender offer to acquire all outstanding shares of MUTOH HOLDINGS CO., LTD. (“MUTOH”), which is listed on the Standard Market of the Tokyo Stock Exchange (securities code: 7999), excluding treasury shares. As of today, Brother does not currently hold any shares in MUTOH.
 
To support this transaction, Brother has entered into tender support agreements with key shareholders of MUTOH, including several investment partnerships managed by Integral Corporation and HOEI JITSUGYO CO., LTD. These agreements are part of the steps to make MUTOH a wholly-owned subsidiary of Brother.
 
The Board believes this tender offer will enable Brother to build on its long history — dating back to its founding in 1908 as YASUI SEWING MACHINE CO. and its evolution into BROTHER INDUSTRIES, LTD. — and support strategic growth in areas including industrial printing and large-format inkjet technologies.
 
In preparing for this offer, Brother engaged external advisors, conducted due diligence and participated in a competitive bidding process. After careful consideration of both strategic fit and shareholder interests, Brother submitted a legally binding proposal reflecting a tender offer price of ¥7,626 per share, representing a substantial premium compared with recent market prices.
 
MUTOH’s Board of Directors, following advice from its financial and legal advisors and consultation with its Special Committee, has expressed its opinion in support of the tender offer and recommended that shareholders tender their shares. The recommendation was made after evaluating the proposed terms, including the offer price and expected synergies from integrating the two companies’ operations.
 
In reaching this conclusion, MUTOH’s Board considered that combining operations with Brother could strengthen product competitiveness, expand market reach through complementary sales and service networks, and improve cost efficiencies through shared resources and procurement.
 
Following the tender offer, Brother and MUTOH plan to work together to explore collaborative arrangements, including secondments and exchanges of personnel, to support integration and future business growth.
 
To ensure fairness in the process, the tender offer period has been set at 30 business days, longer than the statutory minimum, and neither Brother nor MUTOH has entered into agreements that would restrict competing offers. This approach is intended to give MUTOH shareholders ample time and opportunity to consider their options.
 
Brother believes that, upon completion of the tender offer and related procedures, the transaction will enhance MUTOH’s corporate value and contribute to long-term growth for both companies.
 
All content faithfully reflects the official announcement by Brother Industries, Ltd. published on February 4, 2026.