BCJ-110 Co.'s tender offer for eSOL Co. (4420) succeeded after 12,759,681 shares were tendered, exceeding the 10,535,800-share minimum, giving the buyer 64.70% of voting rights and making it eSOL's parent and largest shareholder as of Oct. 26, 2026, the company said.
The offer, which ran from Sept. 2 to Oct. 19, 2026, is part of a management buyout eSOL announced on Sept. 1, 2026. BCJ-110 will acquire all tendered shares, representing 127,596 voting rights. The voting ratio is calculated on 19,719,740 shares, the 20,000,000 shares outstanding as of June 30, 2026, minus 280,260 treasury shares.
BCJ-110, established June 1, 2026, and represented by Representative Director Yuji Sugimoto, is wholly owned by BCJ-109 Co., which in turn is wholly owned by BCPE Energy Cayman, L.P. BCJ-109 will also become a parent company of eSOL through its indirect holding.
The eSOL Employee Stock Ownership Association, previously the largest shareholder with 2,041,439 shares, or 10.35% of voting rights, will no longer be its largest major shareholder once settlement takes place.
Because BCJ-110 did not acquire all shares, excluding those held by KAM Co. and BOB Co., which agreed not to tender, and treasury shares, it plans a series of procedures to make itself and those two companies eSOL's only shareholders. If the procedures are carried out, eSOL shares will be delisted under Tokyo Stock Exchange criteria and can no longer be traded on the TSE Standard Market.
Settlement of the offer begins Oct. 26, 2026. BCJ-110 and eSOL will decide the specific procedures and timing through consultation and announce them once determined.
| 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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