Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
2970
Yen per common shareWording
Conditional
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.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,970 per common share. ¥1 per share acquisition right for each of the second through seventh series of share 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)
Procedures and assumptions
Conditions Precedent to ExecutionThe number of share certificates and other instruments tendered must be at least the minimum number to be purchased of 3,135,200 shares. If, after completion, the tender offeror's voting rights ownership ratio is at least 90%, a demand for the sale of shares and other instruments is planned. If it is below 90%, a consolidation of shares approved at an extraordinary general meeting of shareholders is planned.
Management structure after acquisitionTominaga Shigehiro (冨永重寛), Fujii Kazuya (藤井和也) and Hodoshima Yoshiaki (程島義明) are expected to remain involved in overall management to support the target company's business growth after completion of this tender offer. Any change to the corporate name and the treatment of employees are 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. |
| Type of Consideration | Cash |
| Tender offer price | ¥2,970 per common share. ¥1 per share acquisition right for each of the second through seventh series of share 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 number of shares to be purchased in this tender offer is 15,066,853. The shares transferred through the parallel purchase total 17,939,600 (aggregate ownership interest: 54.65%). The number of voting rights corresponding to the number of shares to be purchased in this tender offer is Not disclosed (313,404 voting rights for purposes of calculating the minimum, of which two-thirds is 208,936 voting rights). |
| Voting rights ownership percentage | Before 0% (as of today, neither the tender offeror nor Bain Capital owns any shares or share acquisition rights of the target company) (after not disclosed) |
| Date of board resolution | 18 August 2026 (the tender offeror decided to conduct this tender offer) |
| Contract Date | 18 August 2026 (this share transfer agreement) |
| Execution Date / Effective Date | 13 October 2026 (the settlement commencement date). The effective date of the consolidation of shares is Not disclosed. |
| Conditions Precedent to Execution | The number of share certificates and other instruments tendered must be at least the minimum number to be purchased of 3,135,200 shares. If, after completion, the tender offeror's voting rights ownership ratio is at least 90%, a demand for the sale of shares and other instruments is planned. If it is below 90%, a consolidation of shares approved at an extraordinary general meeting of shareholders is planned. |
| Management structure after acquisition | Tominaga Shigehiro (冨永重寛), Fujii Kazuya (藤井和也) and Hodoshima Yoshiaki (程島義明) are expected to remain involved in overall management to support the target company's business growth after completion of this tender offer. Any change to the corporate name and the treatment of employees are Not disclosed. |
Items this document does not state (18)
Business Description of the Subject CompanyLocation 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 ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation 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.The tender offer is being conducted as part of an MBO aimed at acquiring all of the target company's shares, excluding treasury shares, and all of its share acquisition rights, thereby taking the target company private. The company explains that the transaction qualifies as an MBO because its representative directors and others are expected to remain involved in overall management to support business growth after completion of the tender offer, and because it is based on an agreement among the tender offeror, the target company's management and the founding shareholders.
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