Solasto Corporation
Notice Regarding Implementation of MBO and Recommendation to Tender
MP-2605 Inc. will conduct a tender offer for Solasto Corporation's common shares at 1,119 yen per share from March 25, 2026 to May 11, 2026. Scheduled purchase amount is 58,886,124 shares with a lower limit of 28,530,600 shares. The Board of Directors supports this tender offer and recommends tendering.
Key Figures
- Tender Offer Price: 1,119 yen (per share)
- Scheduled Purchase Number: 58,886,124 shares
- Lower Limit of Scheduled Purchase Number: 28,530,600 shares
- Tender Offer Period: March 25, 2026 – May 11, 2026 (30 business days)
- Revenue for Q3 Fiscal Year Ending March 2026: 105,624 million yen
- Operating Income for Q3 Fiscal Year Ending March 2026: 5,509 million yen
- Ordinary Income for Q3 Fiscal Year Ending March 2026: 5,472 million yen
- Quarterly Net Income per Share for Q3 Fiscal Year Ending March 2026: 38.83 yen
AI要約
Overview of the Tender Offer
MP-2605 Inc. plans to conduct a tender offer for Solasto Corporation's common shares at 1,119 yen per share from March 25, 2026 to May 11, 2026. The scheduled purchase amount is 58,886,124 shares, with a lower limit of 28,530,600 shares. The tender offer is part of a management buyout (MBO), with Representative Director and President Mr. Toru Noda continuing management. It has been agreed that 31,805,100 shares owned by Daito Trust Construction Co., Ltd. are non-tenderable shares and will not be tendered.
Management Policy and Future Outlook
Upon completion of the tender offer, procedures such as stock consolidation and treasury stock acquisition will be conducted to execute a squeeze-out and privatization is planned. The MBK Fund and Mr. Noda have entered into a management delegation agreement and shareholder agreement, aiming for management stability and improved corporate value. The company intends to promote sustainable growth by leveraging technology and improving service quality across its healthcare, nursing care, and child-related businesses. Employee employment conditions will be basically maintained, and incentive plans are under consideration.
Fairness and Appropriateness of the Tender Offer Price
The stock value was calculated by independent third-party evaluation institution Nomura Securities using multiple valuation methods (market price average method, comparable company analysis, DCF method), and the offer provides a 14–52% premium over the stock price before the announcement. A special committee was established to ensure fair procedures and conflict-of-interest avoidance measures. The tender offer is judged fair and reasonable for the common shareholders.
Establishment of the Special Committee and Review System
In October 2025, the company established an independent special committee to examine the fairness and appropriateness of the tender offer. Nomura Securities and Nishimura & Asahi law firm were appointed as advisors, and after multiple meetings, careful deliberations were conducted. Mr. Noda was excluded from the review due to conflicts of interest. A market check was also performed, ensuring opportunities for competing proposals.
