Results of the tender offer for our shares by BCJ-110 Co., Ltd. and changes in the parent company and the largest shareholder among the principal shareholders
eSOL Co.,Ltd., BCJ-110 Co., Ltd., BCJ-109 Co., Ltd., and the eSOL Employee Stock Ownership Plan
Common shares of eSOL Co.,Ltd.
The number of shares tendered reached or exceeded the minimum number of shares to be purchased, and BCJ-110 will acquire all tendered shares.
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.
BCJ-110 Co., Ltd.: no voting rights number or ratio disclosed before the change. BCJ-109 Co., Ltd.: not disclosed before the change. eSOL Employee Stock Ownership Plan: 20,414 voting rights, 10.35%, calculated based on the number of voting rights as of 30 June 2026, representing 2,041,439 shares
BCJ-110 Co., Ltd.: 127,596 voting rights, 64.70%, 12,759,681 shares. BCJ-109 Co., Ltd.: indirectly held through BCJ-110, with 127,596 voting rights, 64.70%, and 12,759,681 shares. The changes for both are scheduled to take effect as of the settlement commencement date, 26 October 2026. eSOL Employee Stock Ownership Plan: not applicable
Related procedures
Tender offer
Tokyo Stock Exchange, Inc.; the tender offer system under the Financial Instruments and Exchange Act administered by the Financial Services Agency
A series of procedures is scheduled to be carried out so that the shareholders will consist only of the tender offeror and shareholders that have agreed not to tender. If the procedures are implemented, eSOL shares are scheduled to be delisted from the Tokyo Stock Exchange's Standard Market through the prescribed procedures. eSOL is scheduled to promptly announce the specific procedures and implementation timing once determined.
Our company will promptly announce the specific procedures, implementation timing and other details once determined in consultation with the tender offeror.
| Item | Details |
|---|---|
| Event name | Results of the tender offer for our shares by BCJ-110 Co., Ltd. and changes in the parent company and the largest shareholder among the principal shareholders |
| Date of occurrence | 19 October 2026 (tender offer closing date) |
| Date recognized / date notice received | 20 October 2026 (date on which our company received the tender offer results from the tender offeror) |
| Subject Entity | eSOL Co.,Ltd., BCJ-110 Co., Ltd., BCJ-109 Co., Ltd., and the eSOL Employee Stock Ownership Plan |
| Target Locations / Products | Common shares of eSOL Co.,Ltd. |
| Cause | The number of shares tendered reached or exceeded the minimum number of shares to be purchased, and BCJ-110 will acquire all tendered shares. |
| Type of litigation or proceeding | Tender offer |
| Court or authority | Tokyo Stock Exchange, Inc.; the tender offer system under the Financial Instruments and Exchange Act administered by the Financial Services Agency |
| Voting rights ownership percentage before the change | BCJ-110 Co., Ltd.: no voting rights number or ratio disclosed before the change. BCJ-109 Co., Ltd.: not disclosed before the change. eSOL Employee Stock Ownership Plan: 20,414 voting rights, 10.35%, calculated based on the number of voting rights as of 30 June 2026, representing 2,041,439 shares |
| Voting rights ownership percentage after the change | BCJ-110 Co., Ltd.: 127,596 voting rights, 64.70%, 12,759,681 shares. BCJ-109 Co., Ltd.: indirectly held through BCJ-110, with 127,596 voting rights, 64.70%, and 12,759,681 shares. The changes for both are scheduled to take effect as of the settlement commencement date, 26 October 2026. eSOL Employee Stock Ownership Plan: not applicable |
| Outlook | A series of procedures is scheduled to be carried out so that the shareholders will consist only of the tender offeror and shareholders that have agreed not to tender. If the procedures are implemented, eSOL shares are scheduled to be delisted from the Tokyo Stock Exchange's Standard Market through the prescribed procedures. eSOL is scheduled to promptly announce the specific procedures and implementation timing once determined. |
| Planned follow-up disclosure | Our company will promptly announce the specific procedures, implementation timing and other details once determined in consultation with the tender offeror. |
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 exceeded the minimum number of shares to be purchased, and BCJ-110 will acquire all tendered shares. As a result, BCJ-110's voting rights ownership ratio will exceed 50%.