Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
3730
¥ per share (tender offer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyＴＣＧ2511株式会社, ALSOK CO.,LTD., ＣＪＰ Ｖ ＨＣ Ｈｏｌｄｉｎｇｓ ＸＩ, Ｌ.Ｐ.
Disclosing companyNippon Dry-Chemical CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Disaster-prevention business, including the design, construction, maintenance and inspection of various disaster-prevention systems; the manufacture and sale of fire extinguishers, fire-extinguishing systems, fire engines and automatic fire alarm systems; and the purchase and sale of disaster-prevention equipment and supplies.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,730 per common share
Minimum number of shares to be purchased13,465,700 shares
Tender offer period14 May 2026 (Thursday) to 29 June 2026 (Monday) (33 business days)
Funding arrangementsBorrowings from ALSOK, together with capital contributions from ALSOK and Carlyle funds. ALSOK will provide financing and make a capital contribution to the offeror using financing from Mizuho Bank.
Procedures and assumptions
Valuation methodologyMarket price average method, market price method, comparable companies method, comparable listed companies method and DCF method
Independent valuation institutionＪ－ＴＡＰ Advisory Co., Ltd., Mizuho Securities Co., Ltd.
Special CommitteeEstablished. The committee comprises 3 members: Kiyotakejin (清威人), independent outside director; Namba Yukio (南波幸雄), independent outside director; and Tokeji Norihiko (渡慶次憲彦), independent outside audit and supervisory board member.
Conditions Precedent to ExecutionThe number of shares tendered in the tender offer must be at least the minimum number of shares to be purchased, 13,465,700 shares. Following completion of the tender offer, squeeze-out procedures, including a share consolidation, must be conducted and the required special resolution of the shareholders' meeting must be obtained.
Management structure after acquisitionFollowing the taking-private transaction, the Company is expected to merge with the offeror, with the offeror succeeding to the Company's rights and obligations. The newly established holding company is to be named Disaster Prevention Holdings (tentative name), with ALSOK holding approximately 51% and Carlyle funds approximately 49%, in a two-tier ownership structure. Several directors and other officers nominated by ALSOK and Carlyle are expected to take office, but the candidates and timing have not been determined. No changes to the corporate name or service names are planned. Stock options and similar incentives for officers and employees are also planned, but the details and timing have not been determined.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | ＴＣＧ2511株式会社, ALSOK CO.,LTD., ＣＪＰ Ｖ ＨＣ Ｈｏｌｄｉｎｇｓ ＸＩ, Ｌ.Ｐ. |
| Name of the Subject Company | Nippon Dry-Chemical CO.,LTD. |
| Business Description of the Subject Company | Disaster-prevention business, including the design, construction, maintenance and inspection of various disaster-prevention systems; the manufacture and sale of fire extinguishers, fire-extinguishing systems, fire engines and automatic fire alarm systems; and the purchase and sale of disaster-prevention equipment and supplies. |
| Type of Consideration | Cash |
| Tender offer price | ¥3,730 per common share |
| Minimum number of shares to be purchased | 13,465,700 shares |
| Tender offer period | 14 May 2026 (Thursday) to 29 June 2026 (Monday) (33 business days) |
| Number of shares acquired | The minimum number of shares to be purchased is 13,465,700 shares (134,657 voting rights). No maximum has been set, and all shares tendered will be purchased if the number of tendered shares is at least the minimum. |
| Voting rights ownership percentage | Before ＴＣＧ2511株式会社: 0%; ALSOK CO.,LTD.: 16.41% → after Ownership ratio of share certificates and other securities held by the offerors after the tender offer: 66.63% (66.67% including restricted shares). The Company is ultimately expected to become a wholly owned subsidiary. |
| Funding arrangements | Borrowings from ALSOK, together with capital contributions from ALSOK and Carlyle funds. ALSOK will provide financing and make a capital contribution to the offeror using financing from Mizuho Bank. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | The settlement date for this tender offer is Not disclosed. The squeeze-out procedures are scheduled for mid-to-late September 2026, and the merger and share transfer are scheduled for mid-October to early November 2026. |
| Valuation methodology | Market price average method, market price method, comparable companies method, comparable listed companies method and DCF method |
| Independent valuation institution | Ｊ－ＴＡＰ Advisory Co., Ltd., Mizuho Securities Co., Ltd. |
| Special Committee | Established. The committee comprises 3 members: Kiyotakejin (清威人), independent outside director; Namba Yukio (南波幸雄), independent outside director; and Tokeji Norihiko (渡慶次憲彦), independent outside audit and supervisory board member. |
| Conditions Precedent to Execution | The number of shares tendered in the tender offer must be at least the minimum number of shares to be purchased, 13,465,700 shares. Following completion of the tender offer, squeeze-out procedures, including a share consolidation, must be conducted and the required special resolution of the shareholders' meeting must be obtained. |
| Management structure after acquisition | Following the taking-private transaction, the Company is expected to merge with the offeror, with the offeror succeeding to the Company's rights and obligations. The newly established holding company is to be named Disaster Prevention Holdings (tentative name), with ALSOK holding approximately 51% and Carlyle funds approximately 49%, in a two-tier ownership structure. Several directors and other officers nominated by ALSOK and Carlyle are expected to take office, but the candidates and timing have not been determined. No changes to the corporate name or service names are planned. Stock options and similar incentives for officers and employees are also planned, but the details and timing have not been determined. |
Items this document does not state (13)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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.The objective is to enhance corporate value over the medium to long term by leveraging ALSOK's customer base and human resources and Carlyle's expertise in M&A and operational improvement to strengthen sales and marketing, the human resources base, profitability, M&A and overseas expansion. The Company also explained that taking it private would enable measures to be implemented swiftly and flexibly without being affected by short-term market valuations.
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