baudroie,inc.
Notice of Board of Directors Resolution on August 18, 2026 (MBO Implementation and Tender Offer Recommendation)
BCPE Neon Cayman, L.P. (Bain Capital affiliated) is conducting a tender offer for Boardleuria’s common shares and all stock acquisition rights. The offer price is 2,970 yen for common shares, with a proposed price of 1 yen for each stock acquisition right in some tranches. Offer period is from August 19 to October 5, with a minimum tender of 3,135,200 shares and no upper limit. The plan is to privatize through a two-step acquisition framework including a transfer of some founder shares under a separate contract, ultimately with Bain Capital newco acquiring all shares. The Special Committee has rigorously assessed fairness and propriety, producing a favorable opinion and recommendation to tender to shareholders.
Key Figures
- Tender price (common shares): 2,970 円
- Tender period: 2026 年 8 月 19 日〜 2026 年 10 月 5 日
- Minimum number of shares to be tendered: 3,135,200 株
AI要約
Overview of this transaction
A series of transactions to privatize Boardleuria through a tender offer-based MBO, with the tendered targets being all common shares and all stock acquisition rights. The offer price is 2,970 yen for common shares, and the tender period is 31 business days. The minimum tendered shares is 3,135,200; there is no upper limit. A two-step acquisition structure is planned where some founder-held shares are transferred under a separate agreement, with Bain Capital NewCo ultimately acquiring all shares. The Special Committee has strictly verified fairness and propriety and has issued a recommendation to tender to shareholders.
Post-tender management strategy and organizational restructuring
After successful tender, privatization is assumed, leveraging Bain Capital's support to pursue growth strategy in the IT infrastructure sector. The aim is to enhance corporate value through M&A/PMI, organizational strengthening, and talent acquisition. The current management will continue to play key roles and will engage external personnel as needed.
Boardleuria Co., Ltd.
Company overview · Stock price · Financial data · All IR
