Source disclosure: February 05, 2026
MCJ Co., Ltd. [6670.T]
TOKYO, Feb 5 (Reuters) - MCJ Co., Ltd., listed on the Tokyo Stock Exchange Standard Market under code number 6670, announced today that its board of directors has endorsed and recommended to shareholders the tender offer made by BCPE Meta Cayman, L.P. The tender offer is part of a series of transactions aimed at implementing a management buyout (MBO), commonly referred to as an MBO.
The company's resolution was reached during a board meeting held on February 5, 2026, where it decided to support the public tender offer initiated by BCPE Meta Cayman, L.P. for MCJ's ordinary shares. This decision also includes recommending that shareholders participate in this tender offer. The board's approval assumes that MCJ’s stock will be delisted following the completion of the squeeze-out procedure scheduled after the tender offer.
The MBO involves a transaction where the acquirer conducts a public tender offer based on agreements with the company's executives, sharing profits with them. In this case, Hirosuke Takeda, MCJ's chairman and largest shareholder, plans to continue his involvement in the company's operations post-tender offer. Therefore, the deal qualifies as an MBO due to the agreement between the acquiring entity and Mr. Takeda.
Regarding the structure of BCPE Meta Cayman, L.P., it was established on January 14, 2026, under Cayman Islands law as a limited partnership. Its primary purpose is to acquire and hold MCJ securities and manage the company's business activities. As of February 5, 2026, BCPE Meta Cayman, L.P. does not own any MCJ shares. The general partner of BCPE Meta Cayman, L.P. is Bain Capital JMM General Partner, LLC, which operates under the leadership of John Connaughton, a co-managing partner of Bain Capital Investors, LLC.
Mr. Takeda holds approximately 34.36 percent of MCJ's outstanding shares, directly owning 32,469,386 shares and indirectly holding another 426 shares through an executive shareholding association. Following the completion of the tender offer, Mr. Takeda intends to reinvest indirectly in the new Bain Capital subsidiary through his asset management firm.
The tender offer price set by BCPE Meta Cayman, L.P. is ¥2,200 per share. This recommendation from the board follows extensive deliberation and consideration of various factors including the fairness of the tender offer price and measures taken to ensure transparency and avoid conflicts of interest. The board's endorsement ensures that all necessary steps have been taken to protect the interests of MCJ's shareholders while facilitating a smooth transition under the new ownership structure.
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