Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
3730
¥ per share (tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyALSOK CO.,LTD., Carlyle Funds
Disclosing companyALSOK 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.
Location Hamamatsucho, Minato-ku, Tokyo (listed as the place of incorporation)Date of incorporation April 1955
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥3,730 per common share
Minimum number of shares to be purchased13,465,700 shares (minimum set)
Tender offer period14 May 2026 to 29 June 2026 (33 business days)
Funding arrangementsALSOK plans to obtain financing from Mizuho Bank, Ltd. and use the funds to provide financing and make an equity investment in the tender offeror. At the previous consideration stage, the parties planned to use cash on hand as the primary source of funds and consider borrowings as necessary.
Procedures and assumptions
Valuation methodologyMarket price average method, comparable companies method and DCF method
Independent valuation institutionMizuho Securities Co., Ltd. and J-TAP Advisory Co., Ltd.
Special CommitteeEstablished. Comprises 3 members independent of the target company and the tender offeror parties: 2 independent outside directors and 1 independent outside corporate auditor.
Conditions Precedent to ExecutionThe number of tendered share certificates and other securities must be at least the minimum number of shares to be purchased, 13,465,700 shares. A special resolution of the shareholders' meeting is required for the share consolidation after the tender offer.
Management structure after acquisitionThe tender offeror plans to absorb the target company in an absorption-type merger and then establish a new holding company, provisionally named 防災ホールディングス, with the tender offeror as its subsidiary. ALSOK will hold approximately 51% of the new holding company and Carlyle Funds approximately 49%. The parties plan to appoint directors and other officers to the target company, introduce stock options and other measures, and appoint external personnel, although the specific appointments, details and timing have not been determined. No change to the target company's corporate name or service names is planned.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | ALSOK CO.,LTD., Carlyle Funds |
| 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. |
| Location of the Subject Company | Hamamatsucho, Minato-ku, Tokyo (listed as the place of incorporation) |
| Date of Establishment of the Subject Company | April 1955 |
| Type of Consideration | Cash |
| Tender offer price | ¥3,730 per common share |
| Minimum number of shares to be purchased | 13,465,700 shares (minimum set) |
| Tender offer period | 14 May 2026 to 29 June 2026 (33 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 13,465,700 shares; corresponding voting rights: 134,657 (actual number of shares to be acquired is undetermined) |
| Voting rights ownership percentage | Before 16.41% (ALSOK's ownership ratio before the change) → after 66.63% (on a minimum-level basis after the tender offer, including ALSOK's existing holdings) |
| Funding arrangements | ALSOK plans to obtain financing from Mizuho Bank, Ltd. and use the funds to provide financing and make an equity investment in the tender offeror. At the previous consideration stage, the parties planned to use cash on hand as the primary source of funds and consider borrowings as necessary. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | This tender offer will commence on 14 May 2026. The share consolidation is 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, comparable companies method and DCF method |
| Independent valuation institution | Mizuho Securities Co., Ltd. and J-TAP Advisory Co., Ltd. |
| Special Committee | Established. Comprises 3 members independent of the target company and the tender offeror parties: 2 independent outside directors and 1 independent outside corporate auditor. |
| Conditions Precedent to Execution | The number of tendered share certificates and other securities must be at least the minimum number of shares to be purchased, 13,465,700 shares. A special resolution of the shareholders' meeting is required for the share consolidation after the tender offer. |
| Management structure after acquisition | The tender offeror plans to absorb the target company in an absorption-type merger and then establish a new holding company, provisionally named 防災ホールディングス, with the tender offeror as its subsidiary. ALSOK will hold approximately 51% of the new holding company and Carlyle Funds approximately 49%. The parties plan to appoint directors and other officers to the target company, introduce stock options and other measures, and appoint external personnel, although the specific appointments, details and timing have not been determined. No change to the target company's corporate name or service names is planned. |
Items this document does not state (11)
Capital Stock 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.ALSOK explains that synergies are limited while Nippon Dry-Chemical remains an equity-method affiliate, and that distribution-channel restrictions are likely impeding the target company's expansion of its products and services. Through the acquisition of Nippon Dry-Chemical as a wholly owned subsidiary and a joint investment with Carlyle, the parties aim to combine ALSOK's customer base and human resources with Carlyle's expertise in M&A and operational improvement, thereby strengthening the human-resource base, profitability, business scale and overseas expansion.
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