Bodorua (4413) will ask shareholders at an extraordinary meeting on Dec. 11 to approve a 3,124,872-to-1 share consolidation that would make BCPE Neon Cayman, L.P., a Bain Capital vehicle, its sole shareholder, with the stock set to be delisted from the Tokyo Stock Exchange Prime Market on Jan. 6, 2027.
The board approved the plan on Oct. 29 as part of a management buyout. BCPE Neon Cayman, a Cayman Islands limited partnership wholly owned and operated by funds advised by Bain Capital Private Equity, LP, ran a tender offer for Bodorua shares and stock acquisition rights from Aug. 19 to Oct. 5, 2026.
Including a parallel purchase of all 17,758,400 shares held by the company's three founding shareholders, the offeror owned 28,123,848 shares, or 87.25%, as of Oct. 13, the tender offer's settlement start date.
Because the offeror did not obtain all shares and stock acquisition rights, Bodorua will propose the consolidation at its request so that the offeror becomes the sole shareholder. Holdings of all other shareholders would become fractions of less than one share. Shareholders will also vote on abolishing the share-unit provision and partially amending the articles of incorporation.
The board also resolved to cancel all 953,455 treasury shares, or 2.95% of issued shares before cancellation, on condition that the consolidation is approved as proposed.
| Item | Figure |
|---|---|
| Offeror's stake | 28,123,848 shares (87.25%) |
| Treasury shares to be cancelled | 953,455 |
| Issued shares after cancellation | 31,335,253 |
The extraordinary meeting will be held at 11 a.m. on Dec. 11 in Roppongi, Minato-ku, Tokyo. The shares will be designated as securities to be delisted from Dec. 11, 2026 to Jan. 5, 2027, and delisted on Jan. 6, 2027. The treasury shares are scheduled to be cancelled on Jan. 7, 2027, and the consolidation takes effect on Jan. 8, 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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