eSOL Co., Ltd. said on 20 October 2026 that the tender offer by BCJ-110, a vehicle owned by funds advised by Bain Capital, had succeeded, giving the buyer 64.70% of the Tokyo-listed software company's voting rights at ¥820 per share.
Deal terms and financing
The offer ran from 2 September to 19 October 2026 with no upper limit. Shareholders tendered 12,759,681 shares against a minimum of 10,535,800. Based on eSOL's 19,719,740 shares outstanding excluding treasury stock, the offer values the company at about ¥16.2bn. Settlement begins on 26 October 2026.
Regulatory approvals and timing
Because the buyer did not acquire all shares, eSOL will carry out squeeze-out procedures so that the buyer and certain non-tendering shareholders become the sole owners, after which the shares will be delisted from the Tokyo Stock Exchange Standard Market.
Market context
eSOL develops embedded and automotive software. Its shares fell after the buyout was formally announced on 1 September because the ¥820 offer was below the previous close of ¥910, which had risen on a Nikkei report of the planned MBO; the price was a 19.7% premium to the close before that report.
