SAXA, Inc. (TSE:6675) proposed to acquire Newtech Co.,Ltd. (TSE:6734) from a group of shareholders for ¥5.2 billion on December 18, 2025. A cash consideration valued at ¥2650 per share will be paid by SAXA, Inc.

In connection with the Tender Offer dated December 18, 2025, SAXA, Inc. has entered into tender offer agreements with Newtech Co.,Ltd. and several shareholders, including Keiko Kasahara, Kanamoto Co., Ltd., Kanamoto Capital Co., Ltd., Junpei Kasahara, Keita Kasahara, Takaya Kasahara, and Kananaka Kanemoto. These shareholders have collectively agreed to tender a total of 1,033,300 shares, representing 53.11% of the shares, into the Tender Offer. Following the completion Newtech Co.,Ltd.'s shares are scheduled to be delisted.

The transaction is subject to minimum tender of 1.0333 million shares. The Board of Directors of Newtech Co.,Ltd. formed a special committee for the transaction. The tender offer is expected to close on February 9, 2026.

Mizuho Bank, Ltd. acted as financial advisor for SAXA, Inc. TMI Associates acted as legal advisor for SAXA, Inc. Deloitte Tohmatsu G.K. acted as legal advisor for SAXA, Inc. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor for Newtech Co.,Ltd. Anderson Mori & Tomotsune acted as legal advisor for Newtech Co.,Ltd. Mizuho Securities Co., Ltd. acted as tender offer agent in the transaction.