Worth reading
77Important
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
2970
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterpartyBCPE Neon Cayman, L.P., Tominaga Shigehiro (冨永重寛), Fujii Kazuya (藤井和也), Hodoshima Yoshiaki (程島義明)
Disclosing companybaudroie,inc.
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
Service businesses in the IT infrastructure sector, including IT consulting; multi-vendor implementation support covering system design and construction; managed services covering operations and maintenance; and cloud infrastructure implementation support for operating IT infrastructure in the cloud as well as on premises. Within the IT infrastructure sector, the Company focuses on highly specialized areas such as SDN, security, wireless, load balancers and cloud computing.
Date of incorporation April 2007
Consideration and expenses
Type of ConsiderationCash (the tender offer for common shares and stock acquisition rights, together with the transfer of shares from the founding shareholders)
Tender offer price¥2,970 per common share. ¥1 per stock acquisition right for each of the Second through Seventh Series stock acquisition rights.
Minimum number of shares to be purchased3,135,200 shares. No maximum number of shares to be purchased has been set.
Tender offer period19 August 2026 to 5 October 2026 (31 business days)
Funding arrangementsAn equity contribution of up to ¥36.2 billion from BCPE Neon Intermediate Holdings Cayman, L.P., and loans of up to ¥46.0 billion from 株式会社横浜銀行, 株式会社りそな銀行 and Aozora Bank,Ltd.
Impact on Business Performance
It is difficult at this time to specifically estimate the impact on earnings of the synergies expected from executing the transaction, and they have not been reflected in the business plan.
Procedures and assumptions
Valuation methodologyMarket price method, comparable listed company method, and discounted cash flow method
Independent valuation institutionSMBC Nikko Securities Inc., 株式会社プルータス・コンサルティング
Special CommitteeEstablished. Established on 28 May 2026. Comprises 3 independent outside directors: Okamoto Toshio (岡本俊夫), Yagami Joko (矢上浄子) and Seo Anna (瀬尾安奈).
Conditions Precedent to ExecutionThe total number of share certificates and other instruments tendered in the Tender Offer must be at least the minimum planned purchase amount of 3,135,200 shares. Following completion of the tender offer, a squeeze-out procedure involving a consolidation of shares or other measures is expected to be conducted.
Management structure after acquisitionThe founding shareholders are expected to remain involved in overall management after the transaction. The founding shareholders will have the right to nominate 3 directors, while the bidder will have the right to nominate 4 directors, and the current management structure is expected to be maintained in principle. The Company is considering appointing directors from Bain Capital and bringing in external personnel as necessary. Specific treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | BCPE Neon Cayman, L.P., Tominaga Shigehiro (冨永重寛), Fujii Kazuya (藤井和也), Hodoshima Yoshiaki (程島義明) |
| Name of the Subject Company | baudroie,inc. |
| Business Description of the Subject Company | Service businesses in the IT infrastructure sector, including IT consulting; multi-vendor implementation support covering system design and construction; managed services covering operations and maintenance; and cloud infrastructure implementation support for operating IT infrastructure in the cloud as well as on premises. Within the IT infrastructure sector, the Company focuses on highly specialized areas such as SDN, security, wireless, load balancers and cloud computing. |
| Date of Establishment of the Subject Company | April 2007 |
| Type of Consideration | Cash (the tender offer for common shares and stock acquisition rights, together with the transfer of shares from the founding shareholders) |
| Tender offer price | ¥2,970 per common share. ¥1 per stock acquisition right for each of the Second through Seventh Series stock acquisition rights. |
| Minimum number of shares to be purchased | 3,135,200 shares. No maximum number of shares to be purchased has been set. |
| Tender offer period | 19 August 2026 to 5 October 2026 (31 business days) |
| Number of shares acquired | The policy is to acquire all of the Company's shares and all of the stock acquisition rights in the Tender Offer, but the final number of shares and voting rights to be acquired is Not disclosed. In the concurrent purchase, a total of 17,939,600 shares (54.65% ownership interest) are expected to be acquired from the founding shareholders. |
| Voting rights ownership percentage | Before Bidder and Bain Capital: 0% (as of today). Founding shareholders in aggregate: 54.65%. → after Bidder: 100% (expected after the squeeze-out procedure). Founding shareholders: expected to hold 0%. However, some of Hodoshima's shares may be retained. |
| Funding arrangements | An equity contribution of up to ¥36.2 billion from BCPE Neon Intermediate Holdings Cayman, L.P., and loans of up to ¥46.0 billion from 株式会社横浜銀行, 株式会社りそな銀行 and Aozora Bank,Ltd. |
| Impact on Business Performance | It is difficult at this time to specifically estimate the impact on earnings of the synergies expected from executing the transaction, and they have not been reflected in the business plan. |
| Date of board resolution | 18 August 2026 |
| Contract Date | 18 August 2026 |
| Execution Date / Effective Date | The bidder's ownership interest is expected to reach 100% in mid-January 2027 following the squeeze-out procedure. The settlement commencement date for the Tender Offer is Not disclosed. |
| Valuation methodology | Market price method, comparable listed company method, and discounted cash flow method |
| Independent valuation institution | SMBC Nikko Securities Inc., 株式会社プルータス・コンサルティング |
| Special Committee | Established. Established on 28 May 2026. Comprises 3 independent outside directors: Okamoto Toshio (岡本俊夫), Yagami Joko (矢上浄子) and Seo Anna (瀬尾安奈). |
| Conditions Precedent to Execution | The total number of share certificates and other instruments tendered in the Tender Offer must be at least the minimum planned purchase amount of 3,135,200 shares. Following completion of the tender offer, a squeeze-out procedure involving a consolidation of shares or other measures is expected to be conducted. |
| Management structure after acquisition | The founding shareholders are expected to remain involved in overall management after the transaction. The founding shareholders will have the right to nominate 3 directors, while the bidder will have the right to nominate 4 directors, and the current management structure is expected to be maintained in principle. The Company is considering appointing directors from Bain Capital and bringing in external personnel as necessary. Specific treatment of employees is Not disclosed. |
Items this document does not state (11)
Location of the Subject CompanyCapital 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)
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 Company explains that a management structure not subject to short-term share price or earnings fluctuations is necessary to accelerate investment in growth areas such as AI, cloud computing and security, M&A in the IT infrastructure sector, and the recruitment and development of personnel. It also aims to enhance enterprise value by leveraging Bain Capital's funding, personnel, M&A support, and customer and portfolio company networks.
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