Hokuriku Electric Industry (TSE Standard: 6989) has recommended that shareholders tender into a ¥4,180-a-share offer from BCJ-116, a newly formed acquisition vehicle indirectly owned by funds advised by Bain Capital Private Equity, LP. The board resolved on November 10, 2026 to back the offer, and the company expects to be delisted if the deal proceeds.
The terms
The offer runs from November 11 to December 23, 2026 (30 business days), with settlement starting December 30. BCJ-116 set no maximum, but it will buy nothing unless it receives at least 5,232,600 shares, or 66.67% of the share base it uses.
| Term | Detail |
|---|---|
| Price per share | ¥4,180 in cash |
| Offer period | November 11 to December 23, 2026 (30 business days) |
| Minimum to proceed | 5,232,600 shares (66.67%); no maximum |
| Settlement start | December 30, 2026 |
| Funding | Up to ¥12bn equity and up to ¥21bn bank loan |
The price is 71.88% above the November 9 close of ¥2,432 and 80.72% above the one-month average. The company compared that with a median premium of 46.54% over the prior close in 72 comparable Japanese take-private offers since June 2019.
How the price was reached
The company says the process began with an approach from an operating-company partner it had talked to since 2023. That suitor first proposed a 50.1% stake with the listing intact, then moved to a full acquisition at a price below Bain Capital's. A second private-equity fund also bid lower and was told on October 27 that its proposal would not be pursued.
Bain Capital's final proposal on October 22 was ¥4,090. After the special committee, made up of three independent outside directors, asked on November 6 for a higher price, Bain Capital raised it to ¥4,180 on November 9. The committee reported unanimously that the terms were fair.
SMBC Nikko Securities put the discounted-cash-flow range at ¥3,056 to ¥4,324, with a midpoint of ¥3,690. The committee's adviser, Plutus Consulting, gave ¥2,539 to ¥4,130, which ¥4,180 exceeds. The company says it obtained no fairness opinion from either adviser.
Minority protections and exits
The minimum is set above the level a majority of unaffiliated holders would need to supply. Four holders, the largest owning 13.36%, have agreed to tender 1,495,965 shares, or 19.06%.
The tender agreement between the company and BCJ-116 bars Hokuriku Electric Industry from soliciting rival deals, but it may consult a bidder that makes a binding written proposal for a qualifying rival tender offer: a cash offer aimed at taking the company private, with no maximum, a minimum that would ensure that outcome, reasonably established feasibility, and a price at least 3% higher, or 10% higher for parties that took part in the earlier bidding. If such an offer is announced at least five business days before expiry and Bain Capital does not match within five business days of the company's approach (or two business days before expiry, if sooner), the board may withdraw its recommendation, but only if it objectively and reasonably judges that keeping it would likely breach directors' duty of care.
Three of the four holders can be released from tendering under conditions if a rival bid emerges: Ferrotec and Toyama Bank if Bain Capital does not raise its price in response after talks, Maeda Construction if its board judges a rival proposal materially better for it and reasonably concludes that not continuing talks would breach, or risk breaching, its directors' duty of care. The fourth, with a regional bank holding 2.02%, has no such release.
Funding and the squeeze-out
BCJ-116 plans to draw up to ¥12bn of equity from its parent and up to ¥21bn in a bank loan, secured on the shares it acquires. Loan terms are still to be agreed.
If the offer does not deliver all shares, BCJ-116 says it will force out the remaining holders for cash at ¥4,180 a share. With 90% of votes it would use a share sale request. Below that, it would ask the company to call an extraordinary meeting, currently pencilled in for around February 2027, to approve a share consolidation. Dissenting holders could petition a court on price in either route.
Dividends and guidance
The company cancelled its interim dividend and, if the offer succeeds, its year-end payout for the year to March 2027. Its earlier forecast was ¥47.50 at each date, ¥95.00 for the year. It said Bain Capital's price assumes neither is paid. The company also cut its full-year profit forecast on the same day. It attributes that mainly to higher raw-material prices and says the cut was not made for the deal.