ALSOK decided on 1 October to carry out an absorption merger that would make NDC, a Tokyo fire-protection company, a consolidated subsidiary. Its voting-rights ratio in the surviving company, TCG2511, would rise from 28.0% to 51.2%.
How the structure works. TCG2511, a special-purpose acquisition vehicle owned 72% by CJP V HC Holdings XI, L.P. and 28% by ALSOK, would absorb NDC. TCG2511 already holds 75% of NDC, with ALSOK holding 25%. ALSOK said it concluded it needed a closer capital tie with NDC, its partner since 2016, and is pursuing control through the tender offer with Carlyle first disclosed on 13 May 2026.
At the merger's effective time TCG2511 would be renamed with the NDC name. A holding company would be created on the same date by a sole share transfer, and ALSOK expects to hold the renamed company indirectly through it.
Timing and share count. The merger agreement is planned for signing on 1 October, with the merger to take effect on 1 January 2027. ALSOK would acquire 333,397 shares carrying the same number of votes, taking its holding from 196,234 to 529,631 shares. The notice lists one NDC common share, counted after a 4,400,000-to-one share consolidation effective 16 September 2026, as the consideration.
What it controls. For the year to March 2026, NDC reported consolidated sales of ¥60.5bn, operating profit of ¥7.99bn and net profit attributable to owners of the parent of ¥5.08bn, with a dividend of ¥90 per share. ALSOK has signed a loan agreement with TCG2511 with a ceiling of ¥49bn for the tender offer. That is a lending limit, not a disclosed purchase price.
ALSOK said it is still assessing the effect on its consolidated results and financial position.