This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The Company operates two business segments: embedded software and sensing solutions. In its embedded software business, the Company provides full-stack engineering to customers in Japan and overseas, including automotive, digital consumer electronics, industrial equipment and medical equipment manufacturers. This covers every layer, from operating systems, which form the foundation of software systems, to middleware, platforms and applications positioned between the operating system and applications, as well as tools, which are software packages that enable clients to develop more efficiently, and development support processes. Within this full-stack engineering business, the Company and its consolidated subsidiary eSOL Europe S.A.S. develop and sell real-time operating systems and provide embedded software engineering services. Its consolidated subsidiary イーソルトリニティ株式会社 sells tools supporting embedded software development, provides consulting related to embedded software development support, and trains embedded software development engineers. 京都マイクロコンピュータ株式会社, whose holding company is the consolidated subsidiary 株式会社ＫＭＣホールディングス, develops and sells software and hardware, primarily development environments. The sensing solutions business consists broadly of two businesses. The first is a logistics-related business that develops and sells hardware for niche markets as an application of embedded technologies. Its main customers are ham and food manufacturers, frozen food and ice cream manufacturers, wholesalers and retailers, warehouses and transportation companies, and forklift manufacturers. Its principal products include in-vehicle printers for issuing designated forms, handheld terminals, rugged handheld terminals designed for use in freezing environments and with resistance to dust and drops, forklift-specific terminal holders, and sales-support software, including development support tools for business terminals. The business is centered on in-vehicle printers capable of printing duplicate forms used by route sales representatives who regularly visit existing customers on designated routes to maintain and expand transactions by replenishing and delivering products, collecting payments and making proposals in markets for products such as meat sold by variable weight and frozen desserts that are not ordered in advance. The second is a sensor-network-related business intended to replace the in-vehicle printer business, which the Company believes will be difficult to grow significantly going forward. The Company mainly markets these services directly to, or through intermediaries serving, vending machine operators and local governments. It builds sensor-network systems that improve efficiency and reduce labor requirements in markets that have not adopted ICT, such as vending machines, mobile sales, disaster preparedness and disaster mitigation, by combining the environmental-resistance technologies it has developed with IoT cloud systems that place sensor data on servers.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | BCJ-110 Co., Ltd. |
| Name of the Subject Company | eSOL Co.,Ltd. |
| Business Description of the Subject Company | The Company operates two business segments: embedded software and sensing solutions. In its embedded software business, the Company provides full-stack engineering to customers in Japan and overseas, including automotive, digital consumer electronics, industrial equipment and medical equipment manufacturers. This covers every layer, from operating systems, which form the foundation of software systems, to middleware, platforms and applications positioned between the operating system and applications, as well as tools, which are software packages that enable clients to develop more efficiently, and development support processes. Within this full-stack engineering business, the Company and its consolidated subsidiary eSOL Europe S.A.S. develop and sell real-time operating systems and provide embedded software engineering services. Its consolidated subsidiary イーソルトリニティ株式会社 sells tools supporting embedded software development, provides consulting related to embedded software development support, and trains embedded software development engineers. 京都マイクロコンピュータ株式会社, whose holding company is the consolidated subsidiary 株式会社ＫＭＣホールディングス, develops and sells software and hardware, primarily development environments. The sensing solutions business consists broadly of two businesses. The first is a logistics-related business that develops and sells hardware for niche markets as an application of embedded technologies. Its main customers are ham and food manufacturers, frozen food and ice cream manufacturers, wholesalers and retailers, warehouses and transportation companies, and forklift manufacturers. Its principal products include in-vehicle printers for issuing designated forms, handheld terminals, rugged handheld terminals designed for use in freezing environments and with resistance to dust and drops, forklift-specific terminal holders, and sales-support software, including development support tools for business terminals. The business is centered on in-vehicle printers capable of printing duplicate forms used by route sales representatives who regularly visit existing customers on designated routes to maintain and expand transactions by replenishing and delivering products, collecting payments and making proposals in markets for products such as meat sold by variable weight and frozen desserts that are not ordered in advance. The second is a sensor-network-related business intended to replace the in-vehicle printer business, which the Company believes will be difficult to grow significantly going forward. The Company mainly markets these services directly to, or through intermediaries serving, vending machine operators and local governments. It builds sensor-network systems that improve efficiency and reduce labor requirements in markets that have not adopted ICT, such as vending machines, mobile sales, disaster preparedness and disaster mitigation, by combining the environmental-resistance technologies it has developed with IoT cloud systems that place sensor data on servers. |
| Net Sales of the Subject Company | Fiscal year ending December 2026 (6 months): ¥8,448 million (financial forecast in the business plan; actual results: Not disclosed) |
| Operating Profit of the Subject Company | Fiscal year ending December 2026 (6 months): ¥940 million (financial forecast in the business plan; actual results: Not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥820 per common share. The purchase price for stock acquisition rights is Not disclosed. |
| Minimum number of shares to be purchased | 10,535,800 shares. A minimum has been set. |
| Tender offer period | From 2 September 2026 to 19 October 2026 (30 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 10,535,800 shares, representing 105,358 voting rights. No maximum number of shares to be purchased has been set. Final number of shares acquired: Not disclosed |
| Voting rights ownership percentage | Before 0% (the Offeror, the Offeror’s parent company and Bain Capital do not own any of the Company’s shares) → after 66.67% (if the minimum number of shares to be purchased is acquired; 66.71% using a different denominator) |
| Funding arrangements | An equity contribution of up to ¥4.7 billion from the Offeror’s parent company and loans of up to ¥9.5 billion from Aozora Bank, Ltd. and The Bank of Yokohama, Ltd. The funds are expected to be used to settle this Tender Offer. |
| Date of board resolution | 1 September 2026 |
| Contract Date | 1 September 2026 (tender offer agreement, tender agreement and non-tender agreement) |
| Execution Date / Effective Date | This Tender Offer is scheduled to commence on 2 September 2026 and end on 19 October 2026. The extraordinary general meeting of shareholders is scheduled for around December 2026. The squeeze-out procedures are scheduled to be completed in early January 2027. The purchase of treasury shares is scheduled to take place from mid-January 2027 onward. |
| Valuation methodology | Market price method ① and ②, comparable companies method, and discounted cash flow method (DCF method) |
| Independent valuation institution | Mizuho Securities Co., Ltd. |
| Special Committee | Established, comprising 3 members: Hidaka Yusaburo (日高雄三郎) (outside director and independent officer, Audit and Supervisory Committee member, former certified public accountant), Wakabayashi Hiroyuki (若林宏之) (outside director and Audit and Supervisory Committee member), and Miura Ryota (三浦亮太) (attorney at Miura & Partners, outside expert). The committee is chaired by Hidaka Yusaburo (日高雄三郎). The recommendation was approved by 2 of the 3 committee members. |
| Conditions Precedent to Execution | If fewer than the minimum 10,535,800 shares are tendered, the tendered shares will not be purchased. Under the tender offer agreement, conditions for the favorable opinion include that a recommendation supporting the statement of opinion has been issued and has not been withdrawn or changed, that the Offeror has not materially breached any important agreement, and that the Offeror’s representations and warranties are true and accurate in all material respects. Following completion, squeeze-out procedures, including a share consolidation, are planned. |
| Management structure after acquisition | The current management structure is expected to be maintained in principle, with the existing management team continuing to play a leading role in operating the Company’s group. Gondo Masaki (権藤正樹) is expected to remain involved in overall management after completion of this Tender Offer and is expected to reinvest in the Offeror’s parent company. Bain Capital is considering appointing directors and is expected to introduce outside personnel as necessary. Employee employment and employment terms are expected to remain unchanged. Change of corporate name: Not disclosed |
Items this document does not state (11)
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.Taking the Company private will allow it to pursue, from a medium- to long-term perspective, upfront investment in human capital, the strengthening of its human resources and management platform, and business expansion through M&A, while limiting market pressure on short-term share prices and earnings. It will also reduce the costs and management burden associated with maintaining a listing, allowing management resources to be concentrated on business growth.