ALSOK Co. (2331) said on Oct. 1, 2026 it will raise its voting stake in TCG2511 Co., its joint vehicle with The Carlyle Group, to 51.2% from 28.0% through TCG2511's absorption of Nippon Dry-Chemical Co. (1909), making the merged company a consolidated subsidiary when the merger takes effect Jan. 1, 2027.
TCG2511 is 72% owned by CJP V HC Holdings XI, L.P. and 28% by ALSOK, and holds 75% of Nippon Dry-Chemical (NDC), with ALSOK owning the remaining 25%. ALSOK will receive 333,397 TCG2511 common shares in exchange for the one NDC share it holds, taking its holding to 529,631 shares from 196,234. The NDC share count reflects a 4,400,000-to-1 share consolidation that took effect Sept. 16, 2026.
ALSOK has had a capital and business alliance with NDC since 2016 and said it needed stronger capital ties to capture growth opportunities amid changes in the disaster-prevention industry, acquiring NDC through a tender offer and related steps conducted jointly with Carlyle. ALSOK has signed a loan agreement of up to ¥49.0 billion with TCG2511 to fund the tender offer. Its board delegated the final decision to its representative director on May 13, 2026, and terms were fixed after talks with Carlyle and NDC.
| NDC consolidated | FY to March 2026 |
|---|---|
| Net sales | ¥60,518 million |
| Operating profit | ¥7,985 million |
| Net profit attributable to owners of parent | ¥5,083 million |
When the merger takes effect, TCG2511 will change its name to Nippon Dry-Chemical and, on the same day, set up a holding company through a sole-share transfer, after which ALSOK expects to hold the new NDC indirectly. ALSOK said the impact on its consolidated results and financial position is under review.
Next steps: the merger agreement is scheduled to be signed Oct. 1, 2026, with the merger taking effect Jan. 1, 2027.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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