Source disclosure: January 14, 2026
MANDOM CORPORATION [4917.T]
TOKYO — Mandom Corporation announced on January 14, 2026, that it has received a legally binding term sheet from Kohlberg Kravis Roberts & Co. L.P. (KKR), regarding a tender offer and squeeze-out to delist its shares. The company's board supports this move and recommends shareholders participate in the tender offer.
The background of this development traces back to November 4, 2025, when Mandom introduced a comprehensive response strategy concerning large-scale acquisition activities by City Index Eleven and others. Since then, the company has been actively seeking potential buyers beyond Carron Holdings, which launched a public tender offer under the Financial Instruments and Exchange Act and related laws. On December 15, 2025, Mandom disclosed receiving an unsolicited non-binding letter of intent from a third-party candidate for privatizing its shares. Following these events, on January 13, 2026, Mandom officially accepted a legally binding term sheet from KKR, detailing their proposed tender offer and subsequent delisting process through a squeeze-out mechanism.
On January 14, 2026, during a special committee meeting held by Mandom’s board, resolutions were made based on the January 13 term sheet from KKR. Notably, two directors—Nishimura Gen and Nishimura Ken—did not participate in the deliberations due to structural conflicts of interest. All three auditors attended the meeting and expressed no objections to the decisions taken.
Mandom’s board will now conduct thorough reviews of KKR’s proposal, including negotiations and discussions with KKR. As of January 14, 2026, there have been no changes to the company's stance as previously communicated on December 4, 2025. However, future developments could lead to modifications in the company's opinion, which would be promptly disclosed to shareholders.
Regarding the specifics of the tender offer conditions, the original statement indicated several prerequisites for initiating such offers from third-party candidates, including the absence of legal challenges or pending regulatory approvals. These requirements remain largely unchanged but emphasize the need for ongoing evaluations to ensure alignment with shareholder interests and corporate value enhancement.
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