공시 • Mar 03
The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of Hogy Medical Co.,Ltd. (TSE:3593) from Dalton Investments LLC, Nippon Active Value Fund plc (LSE:NAVF) managed by International Fund Management Limited, NAVF Select LLC fund managed by Rosenwald Capital Management, Inc. and others.
The Carlyle Group Inc. (NasdaqGS:CG) proposed to acquire Hogy Medical Co.,Ltd. (TSE:3593) from Dalton Investments LLC, Nippon Active Value Fund plc (LSE:NAVF) managed by International Fund Management Limited, NAVF Select LLC fund managed by Rosenwald Capital Management, Inc. and others for approximately ¥140 billion on December 17, 2025. A cash consideration valued at ¥6700 per share will be paid by The Carlyle Group Inc. Hogy Medical is expected to be delisted from the Tokyo Stock Exchange following the completion of the Transaction. NAVF, along with its co-investors, has agreed to reinvest a portion of their proceeds from a tender offer into a limited partnership that will be formed by Carlyle. This reinvestment will indirectly give them up to a 20% economic interest in CJP V HC Holdings VII, L.P. The exact terms of this reinvestment are still under negotiation and will be finalized through discussions between NAVF, the co-investors, and the Offering Vehicle. This arrangement is contingent upon the completion of the squeeze-out of minority shareholders of Hogy Medical following the tender offer. The transaction is subject to minimum tender of 14,362,400 shares.
On February 27, 2026, Hogy Medical Co., Ltd. has announced the setting of a record date, March 18, 2026, for an Extraordinary General Meeting of Shareholders to be held in early May 2026. This meeting is contingent upon the outcome of a tender offer by The Carlyle Group Inc. If the tender offer results in The Carlyle Group acquiring 90% or more of the voting rights, they will become the special controlling shareholder and may demand the sale of remaining shares. If less than 90% is acquired, the meeting will address share consolidation and amendments to the articles of incorporation. The company will announce further details if the meeting is required. If the tender offer is unsuccessful or results in The Carlyle Group acquiring 90% or more, the meeting will not be held.
The expected completion of the transaction is February 5, 2026. As of February 5, 2026 the expected completion of the transaction is February 20, 2026. As of February 13, 2026 the expected completion of the transaction is March 2, 2026
Nomura Securities Co., Ltd. acted as financial advisor for Hogy Medical Co.,Ltd. Gillian Martin, Daphne Zhang, Fiona Conroy of Shore Capital and Corporate Limited acted as financial advisor for Nippon Active Value Fund plc. Daiwa Securities Co. Ltd. acted as tender offer agent in the transaction. BofA Securities, Inc. acted as financial advisor to The Carlyle Group. Mori Hamada & Matsumoto LPC acted as legal advisor to Hogy Medical. PwC Advisory LLC acted as financial advisor to the Special Committee. Tsuyoshi Suzuki, Daiki Higashide and Kohei Sato of Momo-o, Matsuo & Namba acted as legal advisor to the Special Committee. Hiroshi Uchima, Keitaro Hamada, Toshiyuki Nonaka, Hiroko Jimbo, Alisa Inuzuka of Nishimura & Asahi acted as legal advisor to The Carlyle Group Inc.
The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of Hogy Medical Co.,Ltd. (TSE:3593) from Dalton Investments LLC, Nippon Active Value Fund plc (LSE:NAVF) managed by International Fund Management Limited, NAVF Select LLC fund managed by Rosenwald Capital Management, Inc. and others on March 2, 2026. The Offeror set the condition precedent that the Offeror would not purchase any of the Tendered Share Certificates, Etc. if the total number of the Tendered Share Certificates, Etc. is less than the minimum number of share certificates, etc. to be purchased (14,362,400 shares). However, the total number of Tendered Share Certificates, Etc. (18,892,230 shares) exceeded the minimum number of share certificates, etc. to be purchased in the Tender Offer (14,362,400 shares). Accordingly, the Offeror will purchase all of the Tendered Share Certificates, Etc.