Baudroie, the Tokyo Prime-listed marketing technology company (ticker 4413), corrected its August 19 disclosure recommending shareholders tender into its management buyout, adding the premium math that had been missing from the original filing. The September 1 correction does not change the ¥2,970-a-share offer price. It replaces a vague line about the premium "not necessarily being high" with four specific figures.
Using August 17, the trading day before the board's August 18 resolution, as the reference date, Baudroie says the offer represents a 3.81% premium to that day's closing price of ¥2,861. Against the one-month average closing price of ¥2,855, the premium narrows further to 4.03%. Stretch the window to three months and the premium rises to 10.70% on an average price of ¥2,683; over six months it reaches 26.54% on an average of ¥2,347.
The board defends the thin near-term premium on two grounds. First, it says Baudroie's share price has shown "a certain upward trend" over the past three months, so the six-month premium, which captures a longer run of trading, deserves more weight than the prior-day figure alone. Second, the company's price-to-book ratio exceeded 10x as of the reference date, and the board argues that richly valued stocks typically draw thinner buyout premiums because the market has already priced in much of the expected value.
To support that argument, Baudroie cites its own comparison set: 115 MBO tender offers for Japanese listed companies announced on or after June 28, 2019, when regulators published the Guidelines on Fair M&A, and completed by August 18, 2026. Average premiums across those deals were 45.4% versus the pre-announcement close, 48.4% over one month, 51.1% over three months and 51.7% over six months. Median premiums ran slightly lower: 41.8%, 43.4%, 46.1% and 48.0% respectively.
| Reference period | Baudroie premium | Benchmark average | Benchmark median |
|---|---|---|---|
| Prior-day close (Aug 17, 2026) | 3.81% | 45.4% | 41.8% |
| One-month average | 4.03% | 48.4% | 43.4% |
| Three-month average | 10.70% | 51.1% | 46.1% |
| Six-month average | 26.54% | 51.7% | 48.0% |
Against that yardstick, Baudroie's premium sits below both the average and the median at every reference point, most starkly on the closest comparison: a 3.81% same-day premium against a 41.8% median in the company's own benchmark set. The correction leaves the ¥2,970 price and the tender timetable unchanged. What it adds is a much sharper picture, drawn from the company's own numbers, of just how thin that premium looks next to the deals it chose to cite.
The added text is a correction to the board's own opinion section, not an independent fairness opinion. The filing does not say whether an outside financial adviser reached a similar conclusion on price adequacy.