BCPE Neon Cayman, L.P.'s tender offer for Baudroie (TSE: 4413) picked up firmer footing on September 3, when the Cayman Islands buyer disclosed a fresh side agreement covering more of the target's share register.
On August 28, Kobayashi Takeshi, Baudroie's fourth-largest shareholder with 1,290,000 shares, or 3.93% of the company, agreed to tender his entire stake at the offer price of ¥2,970 a share and not withdraw before the tender closes. The tender runs from August 19 to October 5 and needs a minimum of 3,135,200 shares, or 9.55% of the base share count, to go through.
Kobayashi's pledge sits alongside a separate arrangement the buyer struck on August 18 with three founder-shareholders. Tominaga Shigehiro (37.09%), Fujii Kazuya (13.83%) and Hodojima Yoshiaki (3.73%) agreed to sell their combined 54.65% stake directly to the buyer, outside the tender, at ¥2,350 a share, below the ¥2,970 public tender price.
| Shareholder | Stake | Price per share | Method |
|---|---|---|---|
| Tominaga Shigehiro | 37.09% | ¥2,350 | Parallel sale agreed August 18 |
| Fujii Kazuya | 13.83% | ¥2,350 | Parallel sale agreed August 18 |
| Hodojima Yoshiaki | 3.73% | ¥2,350 | Parallel sale agreed August 18 |
| Kobayashi Takeshi | 3.93% | ¥2,970 | Tender offer agreement August 28 |
That lower-priced side sale is designed to clear the way for a squeeze-out: once the tender and the founder purchase close, BCPE Neon Cayman plans a share consolidation under the Companies Act that requires backing from two-thirds of voting shareholders. The 9.55% tender minimum could still be lowered, though not eliminated, if employee holders of performance-linked transfer rights tied to Hodojima's or Kobayashi's shares choose not to exercise before the offer closes.