Komori
M&A and Subsidiary Changes1802OBAYASHI CORPORATIONConstruction and Materials

Notice Regarding the Acquisition of Multiplex, a Company Engaged in the Construction Business in Australia, the United Kingdom and Canada, as a Subsidiary

Obayashi Corporation will acquire all shares of the UK holding company BCI UK Holdings Limited and indirectly make Multiplex Global Limited, which is under its umbrella, a wholly owned subsidiary. The total acquisition consideration and related costs are approximately US$540 million, and the share acquisition is scheduled to be completed on 30 September 2026.

Worth reading
82Important
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
540
US$ millions (total acquisition consideration and related costs)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyBBUC Bermuda Holdco Limited
Disclosing companyOBAYASHI CORPORATION
Multiplex Global LimitedVoting rights ownership percentageNumber of shares acquired All shares of BCI (100% acquisition interest). The number of shares and voting rights is not disclosed.

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Building construction business in Australia, the UK and Canada

Location London, UKShare capital US$1,995 million (approximately ¥318.1 billion)Date of incorporation 2016 (Note 2)
Net SalesUS$3,813 million (fiscal year ended December 2025)
Net income for the current fiscal yearUS$71 million (net income attributable to owners of the parent for the fiscal year ended December 2025)
Net assetsUS$1,164 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceShare acquisition consideration: approximately US$526 million (approximately ¥83.8 billion); total: approximately US$540 million (approximately ¥86.0 billion). The contingent consideration (earn-out consideration) has not been determined at this time.
Expenses other than the acquisition priceAdvisory fees and other costs: approximately US$14 million (approximately ¥2.2 billion)
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.

Procedures and assumptions
Conditions Precedent to ExecutionSatisfaction of the conditions precedent, including approvals from government authorities, stipulated in the share purchase agreement.
Management structure after acquisitionBCI, BBP UK II and BBP UK III are scheduled to change their names after the share acquisition. The new names, changes to the representatives and employee treatment are Not disclosed.
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameBBUC Bermuda Holdco Limited
Name of the Subject CompanyMultiplex Global Limited
Business Description of the Subject CompanyBuilding construction business in Australia, the UK and Canada
Location of the Subject CompanyLondon, UK
Capital Stock of the Subject CompanyUS$1,995 million (approximately ¥318.1 billion)
Date of Establishment of the Subject Company2016 (Note 2)
Net Sales of the Subject CompanyUS$3,813 million (fiscal year ended December 2025)
Net Income of the Subject CompanyUS$71 million (net income attributable to owners of the parent for the fiscal year ended December 2025)
Net Assets of the Subject CompanyUS$1,164 million (fiscal year ended December 2025)
Acquisition priceShare acquisition consideration: approximately US$526 million (approximately ¥83.8 billion); total: approximately US$540 million (approximately ¥86.0 billion). The contingent consideration (earn-out consideration) has not been determined at this time.
Expenses other than the acquisition priceAdvisory fees and other costs: approximately US$14 million (approximately ¥2.2 billion)
Number of shares acquiredAll shares of BCI (100% acquisition interest). The number of shares and voting rights is not disclosed.
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
Date of board resolution18 June 2026
Contract Date18 June 2026
Execution Date / Effective Date30 September 2026 (scheduled). The transaction is scheduled to be completed after the conditions precedent, including approvals from government authorities, have been satisfied.
Conditions Precedent to ExecutionSatisfaction of the conditions precedent, including approvals from government authorities, stipulated in the share purchase agreement.
Management structure after acquisitionBCI, BBP UK II and BBP UK III are scheduled to change their names after the share acquisition. The new names, changes to the representatives and employee treatment are Not disclosed.
Items this document does not state (12)
Operating Profit of the Subject CompanyType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To establish a full-scale business presence in the Australian and UK construction markets and strengthen its presence in the Canadian construction market, while leveraging Multiplex's technology, talent and customer network to drive growth and enhance the corporate value of both companies.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Multiplex, a Company Engaged in the Construction Business in Australia, the United Kingdom and Canada, as a Subsidiary | OBAYASHI CORPORATION (1802) timely disclosure | Komori