Japanese Dry Chemical is heading toward delisting after an acquisition vehicle jointly owned by CJP V HC Holdings XI, L.P. and ALSOK attracted enough shares to win control in its tender offer. TCG2511 gathered 14,162,145 shares at ¥3,730 a share, above the 13,465,700-share minimum, and settlement is due to start on July 6, when the vehicle is expected to hold 52.81% of voting rights.
| Feature | Detail |
|---|---|
| Offer price | ¥3,730 a share |
| Shares tendered | 14,162,145 |
| Minimum acceptance condition | 13,465,700 shares |
| Expected TCG2511 voting stake after settlement | 52.81% (141,621 voting rights) |
| ALSOK stake after settlement | 16.41% (44,000 voting rights) |
| Next step | Procedures planned to leave only TCG2511 and ALSOK as shareholders, followed by expected delisting |
The tender result settles the immediate question of who controls the fire-safety equipment maker. It does not settle the listing. TCG2511 had sought up to 22,403,872 shares, with no upper limit, and said it would buy every tendered share if the minimum threshold was met. That happened, so all tendered shares will be purchased.
Because the vehicle did not acquire all eligible shares, Japanese Dry Chemical said the buyer plans additional procedures to leave only TCG2511 and ALSOK on the shareholder register. If those steps are completed, the company said its shares are expected to be delisted under Tokyo Stock Exchange Standard market rules. The company added that the concrete process and timing will be announced later after talks with the buyer.
ALSOK, in other words, is staying inside the structure rather than cashing out entirely. It will keep its 4.4mn-share holding, equal to 16.41% of voting rights, but it will stop being the target's largest shareholder once TCG2511 crosses the 50% line. Japanese Dry Chemical said ALSOK will remain an other related company and major shareholder, while losing its status as the leading major shareholder.
The vehicle taking control is itself a newly established company, set up in December 2025 and owned 50:50 by CJP V HC Holdings XI, L.P. and ALSOK, according to the target's notice. That leaves Japanese Dry Chemical with a simpler ownership map, but not an immediate end to corporate housekeeping. Minority holders have a control change on July 6, and an expected exit from the market after that, with the exact timetable still to come.