Bodorua (4413) said on Oct. 6 that the tender offer by BCPE Neon Cayman, L.P., a Bain Capital-linked vehicle, closed on Oct. 5 with 10,365,448 shares tendered, above the 3,135,200-share minimum, putting the buyer on course to hold 85.68% of voting rights including founders' shares.
The offer, part of a management buyout (MBO), began on Aug. 19, 2026, and the offeror will acquire all tendered shares.
On Aug. 18, 2026, the offeror signed agreements with three founding shareholders, including President and Representative Director Shigehiro Tominaga and Representative Director Kazuya Fujii, under which each will transfer all of their Bodorua shares outside the tender offer once it succeeds. With the offer completed, these parallel purchases will now proceed.
| Item | Figure |
|---|---|
| Shares tendered | 10,365,448 |
| Minimum threshold | 3,135,200 |
| Offeror's voting rights after change | 281,238 (85.68%) |
| Tominaga's voting rights before change | 121,760 (37.09%) |
After settlement and the parallel purchases, BCPE Neon Cayman will become Bodorua's parent company and largest major shareholder. Its own parent, BCPE Neon GP, LLC, will also become a parent company through indirect ownership. Tominaga will cease to be the largest major shareholder, and Fujii will cease to be a major shareholder.
Under the company's Aug. 19 MBO announcement, the offeror and the three founders have confirmed they will reinvest indirectly in Bodorua by subscribing for common shares of a newly established Japanese wholly owned subsidiary of the offeror, on a date to be designated by the offeror. Voting-rights ratios are calculated on a base of 328,252 voting rights.
Next steps: Settlement of the tender offer begins on Oct. 13, 2026, the date on which the change in parent company and major shareholders is scheduled to take effect.
| 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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