Nippon Sheet Glass Co. (TSE: 5202) is close to going private, and a filing from one of its biggest shareholders shows why the vote to make that happen may already be sewn up. DBJ Corporate Mezzanine Partners Co., acting as general partner for two funds holding a combined 25,339,500 shares, 17.80% of the glassmaker's stock, has committed every one of those shares to a shareholder vote that would let Lumina Japan Acquisition Co. take full ownership.
| Fund | Shares Held |
|---|---|
| UDS Corporate Mezzanine No. 3 | 11,402,800 |
| UDS Corporate Mezzanine No. 4 | 13,936,700 |
| Combined (DBJ Corporate Mezzanine Partners, general partner) | 25,339,500 |
The mechanism is not a conventional tender-offer squeeze-out. According to the filing, Nippon Sheet Glass planned to bring three resolutions to its annual shareholders' meeting: an amendment raising the company's authorized share count, a third-party allotment issuing new common stock to Lumina Japan Acquisition, and a share consolidation that would shrink existing holdings into fractions small enough to be cashed out. Under a memorandum dated March 24, 2026, the two mezzanine funds, UDS Corporate Mezzanine No. 3 and No. 4, agreed to vote their entire stake in favor of all three items. For the acquirer, that pledge locks up nearly a fifth of the total share register, out of 142,319,262 shares outstanding, before a single other shareholder has voted, a bloc that most going-private deals only assemble through a lengthy tender offer.
The commitment is not unconditional. It holds only as long as a separate agreement signed the same day, among Sumitomo Mitsui Banking Corp, Development Bank of Japan, Mizuho Bank, Sumitomo Mitsui Trust Bank, and four Lumina-linked entities (AP X Lumina Holdco, Lumina Holdings, LFF Lumina Holdings and Lumina Japan Acquisition itself), stays in force and every party keeps to its obligations. DBJ Corporate Mezzanine Partners filed the disclosure alone, without a joint holder, confirming it speaks for both funds as sole general partner.
The mezzanine funds' stake is itself the product of an earlier restructuring. On the same March date, UDS No. 3 and No. 4 exercised a redemption right written into Nippon Sheet Glass's articles of incorporation, converting Class A preferred shares into 11,402,800 and 13,936,700 ordinary shares respectively. The filing records ¥15bn as the funding behind that earlier conversion.
What the filing does not say matters too. It gives no squeeze-out price for ordinary shareholders sitting outside the mezzanine funds' block, and it does not confirm whether the annual meeting the memorandum refers to has already voted. The technical trigger for the July 6 filing was simply a change of representative at DBJ Corporate Mezzanine Partners, to Ken Isshiki, a housekeeping update that happened to bring the underlying voting commitment back into public view.