WealthNavi's (TYO:7342) board of directors have carefully evaluated the tender offer for its common stock and stock acquisition rights by MUFG Bank, recommending that shareholders and rights holders participate in the offer.
A special committee evaluated the transaction and submitted a unanimous report to the board on Nov. 28, which deemed the transaction's purpose is reasonable and fair, according to its filing on Wednesday.
The fairness of procedures and appropriateness of terms, including the tender offer price of 1,950 yen per common share, were also confirmed.
As a result, the board resolved to support the tender offer and recommend shareholders and holders to tender their shares.
The decision was made with unanimous approval, excluding directors with conflicts of interest, including Kazuhisa Shibayama, to minimize bias.
Notably, the offeror has also entered into a tender agreement with Shibayama, the company's CEO and largest shareholder, to tender 10.2 million shares.
Overall, if the tender offer succeeds, the company plans to amend stock acquisition rights to enhance employee commitment and morale.
The amendment will remove the cap on the annual exercise price of stock options, effective Jan. 21, 2025.
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