SilverCape Investments Limitedのプレスリリース
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Changes ensure absence of any coerciveness
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Digital Holdings (TSE: 2389) shareholders urged to promptly rescind tenders to Hakuhodo offer
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Digital Holdings’ board asked to remove poison pill given changes
Tokyo, Japan, November 27, 2025—SilverCape Investments Limited (“SilverCape”), a family office with a position of approximately 14.41% of the shares outstanding in Digital Holdings, Inc. (“DH” or the “Company”) today issues below letter to shareholders, following the publication of its updated announcement of intention to commence a tender offer (“yokoku TOB”).
Dear Fellow Shareholder of Digital Holdings, Inc.,
We would like to urge that you promptly rescind your instructions to your broker to tender into Hakuhodo’s pending offer for DH shares, if you had so instructed your broker, and instead engage with the Company to support our yokoku TOB. Independent shareholders may wish to urge the Company to engage with all bidders in a sincere and constructive manner to maximize corporate value for DH.
First, we are raising our planned price to 2,450 JPY per share providing a substantial premium on the Company’s earlier and current share price and eclipsing Hakuhodo’s offer by 435 JPY per share. Second, we have today aligned the minimum threshold of our tender offer to match exactly the minimum ownership threshold of Hakuhodo’s bid. DH’s special committee concluded that with this same minimum ownership threshold, coerciveness is materially reduced on the part of Hakuhodo, and DH’s board determined accordingly it is not coercive. We hope that DH’s board will accordingly rescind the poison pill to allow us to expeditiously commence our tender offer, and we hope that you will express your hopes for such action directly to DH and its special committee.
While we continue to believe our original proposal of a second tender offer negated coerciveness, and the original request of the DH board for us to have a 2/3 minimum acceptance threshold was not mathematically possible given interested shareholders’ existing published holdings exceeded 1/3, the DH board’s decision to deem Hakuhodo’s revised, much lower minimum threshold bid as non-coercive allowed us to accept the DH board’s request to align our minimum threshold with Hakuhodo’s. Now that we have done so, the only possible reasons for the DH board to maintain a poison pill against us are of the Company’s own making: That they do not know us well enough, and that our business plan is not as detailed as Hakuhodo’s. Were we, as we requested months ago, granted the same due diligence access as Hakuhodo, we are confident these issues would have been resolved long ago.
Accordingly, we believe there is no substantive reason to prefer Hakuhodo’s more than 20% lower bid to our revised bid at 2,450 JPY per share. We hope that with these changes, DH’s board will remove the poison pill and engage with us in a sincere discussion of post-acquisition integration planning to add further detail to our business plan and prepare to work together in the coming years.
SilverCape believes DH can achieve significantly greater corporate value and stakeholder value if it truly focuses on the potential for growth as an independent company, together with our outside experts and network.
Kind Regards,
SilverCape Investments Limited
Media inquiries:
Kekst CNC
Ai Saito / Sawaka Romaine
silvercapemedia@kekstcnc.com