ORIX Corporation filed a Form 6-K on November 12, 2026, announcing that its subsidiary OPI IT Holdings Corporation commenced a tender offer for all common shares of Internetworking & Broadband Consulting Co., Ltd. (IBC) at JPY 1,490 per share, with the offer period running from November 12 to December 24, 2026.

Key Highlights

  • Tender Offer Price: JPY 1,490 per common share of IBC (Securities Code: 3920).
  • Total Purchase Price: JPY 6,497 million, according to the filing.
  • Shares to Be Purchased: The Offeror targets 4,360,641 shares, with a minimum purchase threshold of 2,508,200 shares (ownership ratio: 45.13%).
  • Largest Shareholder Commitment: Mr. Hiroyuki Kato, IBC's Representative Director, Chairman and CEO, agreed to tender his 2,064,200 shares (ownership ratio: 37.14%).
  • Non-Tendering Agreements: Plus Fuji Co., Ltd. (500,000 shares; 9.00%) and a portion held by the Hikari Tsushin Group (696,800 shares; 12.54%) agreed not to tender in the offer.
  • Board Support: At its board meeting held November 11, 2026, IBC resolved to express its opinion in support of the Tender Offer and to recommend that shareholders tender their shares.
  • Offer Period: 30 business days, from November 12, 2026, to December 24, 2026.

ORIX Subsidiary Pursues Full Acquisition of IT Monitoring Software Firm IBC

According to the filing, OPI IT Holdings Corporation, a subsidiary of ORIX Corporation (NYSE:IX; TSE: 8591), commenced a tender offer for all common shares of Internetworking & Broadband Consulting Co., Ltd. (IBC), with the stated purpose of making IBC a wholly owned subsidiary. The Offeror has set no maximum on shares to be purchased, while the minimum is 2,508,200 shares, representing an ownership ratio of 45.13%. The ownership ratio figures are calculated against 5,557,441 shares, derived by deducting 194,159 treasury shares from IBC's total issued shares of 5,751,600 as of September 30, 2026, the filing states.

The filing discloses that Mr. Kato, who holds 2,064,200 shares (37.14%), has agreed to tender all of his shares. At the same time, Plus Fuji Co., Ltd. and the Hikari Tsushin Group, holding 500,000 shares (9.00%) and 696,800 shares (12.54%) respectively, agreed not to tender their holdings during the offer. The filing further states that upon completion of post-settlement procedures to consolidate ownership, Plus Fuji and the Hikari Tsushin Group will sell all of their remaining Target Company Shares to IBC as part of IBC's acquisition of treasury shares. The Tender Offer Agent is Tokai Tokyo Securities Co., Ltd., with Monex, Inc. serving as sub-agent.

The filing describes ORIX's strategic rationale as building "a life-cycle business model that provides end-to-end support for IT infrastructure, from implementation through monitoring, operation and improvement," by combining IBC's "System Answer" performance monitoring software with the design, construction, and maintenance capabilities of HC Networks, Ltd., another ORIX investment. IBC was established on October 16, 2002, is listed on the Standard Market of the Tokyo Stock Exchange, and had capital of JPY 447 million as of the filing date, the filing states.

What Was Disclosed

ORIX Corporation disclosed through a Form 6-K that subsidiary OPI IT Holdings Corporation launched a tender offer for IBC common shares at JPY 1,490 per share, targeting up to 4,360,641 shares for a total purchase price of JPY 6,497 million, with the offer open from November 12 to December 24, 2026.