Results of the Tender Offer for Shares of baudroie,inc. by BCPE Neon Cayman L.P. and Changes in the Parent Company, Major Shareholder and Largest Shareholder Among the Major Shareholders
baudroie,inc., BCPE Neon Cayman L.P., BCPE Neon GP LLC, Tominaga Shigehiro (冨永重寛), Fujii Kazuya (藤井和也), Hodoshima Yoshiaki (程島義明)
Common shares of baudroie,inc. and the new share acquisition rights
The tender offer was successful because the total number of shares tendered reached or exceeded the minimum tender offer threshold. In addition, the parallel purchase under the agreement with the founder shareholders will be carried out.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
BCPE Neon Cayman L.P.: 0 voting rights (0%). Tominaga Shigehiro (冨永重寛): 121,760 voting rights (37.09%). Fujii Kazuya (藤井和也): 45,390 voting rights (13.83%).
BCPE Neon Cayman L.P.: 281,238 voting rights (85.68%). BCPE Neon GP LLC: 281,238 voting rights held indirectly (85.68%). Tominaga Shigehiro (冨永重寛) and Fujii Kazuya (藤井和也): 0 voting rights.
Related procedures
Tender offer and shareholder change procedures under the Financial Instruments and Exchange Act
Tokyo Stock Exchange, Inc.
The tender offeror plans to carry out a series of procedures to make the tender offeror the sole shareholder of the target company and take the target company's shares private. If these procedures are carried out, the target company's shares will be delisted in accordance with the Tokyo Stock Exchange's delisting criteria. The specific procedures and timing will be announced promptly once decided, following discussions with the tender offeror.
The specific procedures going forward and their implementation timing will be announced promptly once determined.
| Item | Details |
|---|---|
| Event name | Results of the Tender Offer for Shares of baudroie,inc. by BCPE Neon Cayman L.P. and Changes in the Parent Company, Major Shareholder and Largest Shareholder Among the Major Shareholders |
| Date of occurrence | 5 October 2026 (tender offer closing date) and 13 October 2026 (scheduled date of the change in the parent company, major shareholder and other status) |
| Date recognized / date notice received | 6 October 2026 (date on which the company received a report from the tender offeror regarding the results of the tender offer) |
| Subject Entity | baudroie,inc., BCPE Neon Cayman L.P., BCPE Neon GP LLC, Tominaga Shigehiro (冨永重寛), Fujii Kazuya (藤井和也), Hodoshima Yoshiaki (程島義明) |
| Target Locations / Products | Common shares of baudroie,inc. and the new share acquisition rights |
| Cause | The tender offer was successful because the total number of shares tendered reached or exceeded the minimum tender offer threshold. In addition, the parallel purchase under the agreement with the founder shareholders will be carried out. |
| Type of litigation or proceeding | Tender offer and shareholder change procedures under the Financial Instruments and Exchange Act |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Voting rights ownership percentage before the change | BCPE Neon Cayman L.P.: 0 voting rights (0%). Tominaga Shigehiro (冨永重寛): 121,760 voting rights (37.09%). Fujii Kazuya (藤井和也): 45,390 voting rights (13.83%). |
| Voting rights ownership percentage after the change | BCPE Neon Cayman L.P.: 281,238 voting rights (85.68%). BCPE Neon GP LLC: 281,238 voting rights held indirectly (85.68%). Tominaga Shigehiro (冨永重寛) and Fujii Kazuya (藤井和也): 0 voting rights. |
| Outlook | The tender offeror plans to carry out a series of procedures to make the tender offeror the sole shareholder of the target company and take the target company's shares private. If these procedures are carried out, the target company's shares will be delisted in accordance with the Tokyo Stock Exchange's delisting criteria. The specific procedures and timing will be announced promptly once decided, following discussions with the tender offeror. |
| Planned follow-up disclosure | The specific procedures going forward and their implementation timing will be announced promptly once determined. |
Items this document does not state (13)
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 number of shares tendered reached or exceeded the minimum tender offer threshold of 3,135,200 shares, and the tender offer was therefore successful. In addition, pursuant to the agreement concluded with the founder shareholders, the parallel purchase of all shares held by those shareholders by the tender offeror will be carried out.