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Bain vehicle BCJ-116 needs two-thirds of Hokuriku Electric shares for its ¥4,180 bid to close

BCJ-116's ¥4,180-a-share offer for Hokuriku Electric Industry fails below 5,232,600 tendered shares, or 66.67%; shareholders holding 19.06% have agreed to tender, the offer runs to December 23, and settlement is due December 30.

By Tokyo Brief DeskNov 11, 20262 min read
Abstract ownership-threshold diagram showing a two-thirds block of shares, a smaller pre-committed block and a funding channel leading to a closing gate.

BCJ-116, a vehicle indirectly owned by Bain Capital funds, has filed its tender offer statement for Hokuriku Electric Industry. The offer is ¥4,180 a share in cash, open from November 11 to December 23, 2026 (30 business days), with no cap on shares bought. The target's board supports the bid and recommends that shareholders tender. Earlier Tokyo Brief coverage

The floor

BCJ-116 will buy nothing if fewer than 5,232,600 shares are tendered. The filing puts that at 66.67% of the shares outstanding net of treasury stock, set so the bidder can reach the two-thirds vote needed for a share consolidation. Four shareholders have signed agreements to tender 1,495,965 shares, or 19.06%. The largest is the target's top shareholder, with 13.36%. The filing says the floor also exceeds a majority of the shares held by investors with no tie to the bidder or those four.

Money and timetable

The parent company has committed up to ¥12bn in equity, due two business days before settlement starts. Hokuriku Bank has certified a loan of up to ¥21bn, and the filing says the acquired Hokuriku Electric shares are expected to secure it. Settlement is scheduled to start on December 30, 2026.

The squeeze-out route depends on how much BCJ-116 ends up holding. If it holds 90% or more of voting rights, it plans a statutory demand that remaining holders sell their shares. If it holds less than 90%, it plans a share consolidation, with an extraordinary shareholder meeting pencilled in for around February 2027. Either way, holders left behind are to receive the same ¥4,180 a share.