BCJ-110's tender offer for eSOL cleared its minimum, and the bidder will buy every share tendered. The offer ran from September 2 to October 19 at ¥820 per share, with a floor of 10,535,800 shares. Holders tendered 12,759,681 shares, and the offer was declared successful in eSOL's October 20 release. Earlier Tokyo Brief coverage covers the launch.
What the stake becomes
The 12,759,681 shares equal 127,596 voting rights, or 64.70% of eSOL's voting rights, on a base of 19,719,740 shares (20,000,000 issued less 280,260 treasury shares). BCJ-110's own tender-offer report puts its ownership at 78.05% once holdings of its special related parties, 26,307 voting rights, are added. The eSOL release gives that related-party holding as 13.34% after the offer.
None of this has changed hands yet. Payment through Nomura Securities starts on October 26, and eSOL says the shift to a controlling stake depends on settlement taking place that day. eSOL's extraordinary report, filed under the securities law's requirement to report a change of parent or major shareholder, dates the change as scheduled for October 26.
The ownership chain
BCJ-110 was set up on June 1, 2026, with capital of ¥5,000. It is wholly owned by BCJ-109, which has the same address, the same representative director and the same capital. BCJ-109 is wholly owned by BCPE Energy Cayman, L.P. The release names nothing further up that chain. Once BCJ-110 settles, eSOL expects both BCJ-110 and BCJ-109 to count as parent companies, and BCJ-110 to be reported as the unlisted parent with the greatest influence over decisions.
The eSOL employee shareholding association currently holds 20,414 voting rights (10.35%) and is the top shareholder. It ceases to be the largest shareholder at settlement.
Delisting is still ahead
BCJ-110 did not obtain all shares eligible for the offer. Excluded from that were treasury shares and the 2,610,720 shares held by two shareholders that agreed not to tender: KAM (1,410,720 shares) and another company (1,200,000 shares). eSOL says BCJ-110 plans a series of procedures to leave only itself and those two holders as shareholders. If those procedures are carried out, eSOL shares would be delisted from the Tokyo Stock Exchange Standard market under its delisting criteria, after the required steps, and could no longer trade there.
The release gives no schedule for those procedures. BCJ-110 and eSOL will decide the steps and timing together and eSOL will announce them promptly. Until then, eSOL remains listed.