
Bain falls short in tender offer for Japan's Kosaido
The proposed JPY17.4 billion ($157 million) acquisition of Japanese printing and IT services provider Kosaido by Bain Capital has reached an impasse after the private equity firm’s tender offer failed to win sufficient shareholder support.
A bid of JPY610 per share won board approval in January, with one of the major shareholders, Sawada Holdings, pledging to sell its 12.4% stake. The board said privatization would give Kosaido flexibility to reorient its business for future growth, including a re-focus on the core printing and publishing operations. Bain subsequently sweetened the offer to JPY700 per share.
For the deal to proceed, investors representing approximately 12.5 million shares – half the total outstanding shares – had to agree to sell. Kosaido said in a filing that only 5.44 million shares were tendered, despite the offer period being extended by a fortnight.
The company was trading at JPY419 prior to Bain’s offer in January. There was an immediate gain of 38% followed by a gradual appreciation over the next two months that saw the stock peak at JPY859. Kosaido has dropped nearly 4% since the result of the tender was announced. As of late morning trading on April 11, the stock was at JPY767.
Kosaido was founded in the 1950s and was responsible for Japan’s first computer-based character typographical system. The company remains active in printing and publishing, as well as in other areas of communication services, and it expanded into human resources management solutions. Additional business lines include funeral homes and golf course management.
Revenue for the 12 months ended March 2018 was JPY36.5 billion, up from JPY34.9 billion the prior year. During the same period, net income increased from JPY3.27 billion to JPY3.74 billion.
Bain closed its fourth Asian private equity fund in December at $4 billion, excluding a $650 million commitment from employees and related parties. The firm’s previous tender offer for a Japan-listed company – advertising agency Asatsu-DK – ended successfully in late 2017.
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