baudroie,inc.
Correction) Notice regarding partial amendment of the ‘Announcement on Implementation of MBO and Recommendation of Application’
Discloses corrections to opinions and basis related to the tender offer. The total number of shares to be transferred by the founders shareholders Totoyama, Fujii, and Hodojima is 17,939,600 shares, 54.65%, with a purchase price of 2,350 yen, a lower limit of 3,135,200 shares, and a two-stage acquisition structure.
Key Figures
- 17,939,600 株: Total number of shares to be transferred (54.65%)
- 2,350 円: This tender offer price
- 3,135,200 株: Lower limit of planned acquisitions
AI要約
Overview of the tender offer and corrections
This correction concerns the notice dated August 19, 2026 titled 'Notice on the Implementation of an MBO and Recommendation of Application' and the correction information published on the same date. The offeror aims to acquire all of the company’s shares from the founder shareholders to delist the company through a TOB, with a purchase price of 2,350 yen. The share transfer agreements target the shares of Totoyama, Fujii, and Hodojima. The corrected sections are underlined, and key terms of the agreement have been reiterated and revised.
Two-stage acquisition and key agreements
As a policy for post-tender offer organizational restructuring, the plan includes a two-stage acquisition, including the consolidation of shares. Procedures under Article 180 and the requirements for a special resolution at the general meeting are considered to pursue a squeeze-out. Details of the transfer options for Hodojima and Kobayashi, and the transfer agreements and related application agreements involve significant conditions, waivers, and consent obligations, and there are cooperative obligations to apply and exercise conditions during the tender offer period.
株式会社ボードルア
Company overview · Stock price · Financial data · All IR