BCPE Neon Cayman, L.P., the Bain Capital-linked buyout vehicle, will buy all 10,365,448 shares tendered in its offer for baudroie,inc., after the offer closed on October 5 above its 3,135,200-share minimum. The offer ran from August 19 at ¥2,970 a share, and the company's share options were priced at ¥1 each. Settlement starts October 13, in cash, through Nomura Securities. Tokyo Brief's earlier report on the buyout covers the original terms.
Where the 85.68% comes from
The tender alone leaves the vehicle with 103,654 voting rights, or 31.58%, according to the company's notice. The larger block arrives on the same day. Under agreements signed on August 18, the vehicle plans to buy all shares held by the three founder-shareholders, 17,758,400 in total, outside the offer. The extraordinary report gives the founder price as ¥2,350 a share.
Those shares carry 177,584 voting rights. Combined, the vehicle would hold 281,238 voting rights, or 85.68%. The percentage rests on a base of 328,252 votes that includes shares behind outstanding share options and excludes treasury stock. It holds only if the founder transfers go through as planned.
Control and the exit from the market
On October 13 the vehicle would become baudroie,inc.'s parent and largest shareholder, and its general partner, BCPE Neon GP, LLC, would become an indirect parent. The company's president held 37.09% before the change and a director held 13.83%. Both would stop being major shareholders. The company's notice, citing its August 19 announcement, says the bidder and the founders confirmed they would reinvest indirectly through a new Japanese subsidiary of the bidder.
The bidder did not obtain all shares and options, so it plans a series of steps to become the sole shareholder. Once those are carried out, the stock would be delisted from the Tokyo Stock Exchange's Prime market under its delisting standards. The company says the specific steps and timing will be announced after discussions with the bidder.