Japan's J-Will set for $272m buyout of ND Software

The private equity firm is willing to buy all outstanding shares for JPY1,700 apiece, according to a filing. Shareholders representing a 31.26% ownership stake, including CEO Hiroshi Sato, who has 20%, have agreed to participate in the tender. The deal is structured as a management buyout because senior personnel from the company will remain involved and invested in the business post-acquisition.

The offer represents a 29% premium to ND Software’s February 6 closing price. The stock gained 22.7% on February 8, reaching JPY1,621, its highest level since April 2015.

Investors holding at least two-thirds of the shares must accept the bid if the tender is to proceed. J-Will has agreed to contribute JPY12.4 billion in equity funding, including rollover equity, with Aozora Bank and Fukuoka Bank pledging up to JPY18.8 billion in debt financing.

ND Software was established in 1976 as a precision electronic components manufacturer. It now supplies a variety of software-based services for nursing care providers, people with disabilities, medical institutions, and government agencies. These range from care management systems to communication platforms that connect elderly people with care providers, to electronic billing services.

The company decided external capital and expertise were required to help it upgrade its services, expand into new business areas, and engage in M&A. Revenue for the 12 months ended March 2018 reached JPY15.4 billion, up 5.2% year-on-year, while net income rose 35.6% to JPY1.25 billion.

J-Will claims to have more than JPY350 billion in funds under management. It has completed more than 170 investments since 2003, including chemicals and electronics trading company Emori Group Holdings and technology components manufacturer Sanyo Techno Solutions Tottori.

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• Topics
• North Asia
• Buyouts
• Technology
• Healthcare
• Japan