공시 • Feb 26
CVC Capital Partners Asia VI (A) L.P., managed by CVC Capital Partners plc (ENXTAM:CVC), CVC Capital Partners Asia VI (B) SCSp, managed by CVC Capital Partners Asia VI GP S.à.r.l. and CVC Capital Partners Investment Asia VI L.P, managed by CVC Capital Partners Asia VI Limited completed the acquisition of 89.66% stake in Mandom Corporation (TSE:4917) from Motonobu Nishimura, Ken Nishimura and others for approximately ¥130 billion.
CVC Capital Partners Asia VI (A) L.P., managed by CVC Capital Partners plc (ENXTAM:CVC), CVC Capital Partners Asia VI (B) SCSp, managed by CVC Capital Partners Asia VI GP S.à.r.l. and CVC Capital Partners Investment Asia VI L.P, managed by CVC Capital Partners Asia VI Limited proposed to acquire 89.66% stake in Mandom Corporation (TSE:4917) from Motonobu Nishimura, Ken Nishimura and others for approximately ¥100 billion on September 10, 2025. A cash consideration valued at ¥1960 per share will be paid by CVC Capital Partners plc. The Tender Offeror has entered into a basic transaction agreement dated today with Motonobu Nishimura, the Nishimura Scholarship Foundation, and M.N. Holdings, Inc. (collectively, the "Nishimura Family Shareholders"), pursuant to which (i) Motonobu Nishimura will tender all of the Company Shares (933,020 shares, 2.07%) held by him and all of the Company Shares (100,090 shares, 0.22%) held by Ken Nishimura (1,033,110 shares, 2.29%) held by him in the Tender Offer, and the Nishimura Scholarship Foundation will not tender all of the Company Shares (3,600,000 shares, 7.98%) held by the Nishimura Scholarship Foundation and all of the Company Shares (1,070,000 shares, 2.37%) held by M.N. Holdings (4,670,000 shares, 10.35%) held by M.N. Holdings, and the Shares will be sold in the Squeeze Market after the settlement of the Tender Offer. Motonobu Nishimura, a member of the Company's founding family, and Ken Nishimura, the Company's Representative Director, President and Chief Executive Officer, and is therefore considered a management buyout. Motonobu Nishimura and Ken Nishimura intend to continue to manage the Company following the completion of the Transaction. As of November 27, 2025, the offer price was increased to ¥2,520 per share. As of November 27, 2025, the Tender Offeror also entered into a tender offer agreements with City Index Eleventh Co., Ltd., Aya Nomura, City Index First Co., Ltd. and ATRA Co., Ltd. stipulating that, subject to the Tender Offeror raising the Tender Offer Price to at least ¥2,520 and extending the Tender Offer Period to December 18, 2025, these shareholders would tender all of Mandom's Shares they hold as of that date. The Offeror decided on February 9, 2026 to implement the Third Tender Offer Price Change i.e. ¥3,105.
The Offeror has received a commitment letter from MUFG Bank, Ltd. committing to procuring the funds necessary for the Transaction, and the commitment letter has not been withdrawn by the commencement date of the Tender Offer.
The transaction is subject to approval by regulatory board / committee, approval of offer by target shareholders and subject to antitrust regulations. The Board of Directors of Mandom Corporation formed a special committee for the transaction. The Offeror aims to commence the Tender Offer in late September 2025. The planned purchase period for the Tender Offer (the "Tender Offer Period") is 30 business days. As of September 26, 2025 the offeror has commenced the tender offer and the expected completion date of tender offer is November 10, 2025. The offer is expected to close on November 19, 2025. As of November 19, 2025, the expected completion date of tender offer is amended to December 4, 2025. As of January 5, 2026, the expected completion date of tender offer is amended to January 20, 2026. As of January 15, 2026, the expected completion date of tender offer is amended to January 29, 2026. As of January 28, 2026, the expected completion date of tender offer is amended to February 12, 2026. As of February 9, 2026, the expected completion date of tender offer is amended to February 25, 2026. Shareholders Meeting is expected on March 13, 2026.
Mori Hamada & Matsumoto LPC acted as legal advisor and Daiwa Securities Co. Ltd. and Plutus Consulting Co., Ltd. acted as financial advisor for Mandom Corporation. Citigroup Global Markets Japan Inc. acted as financial advisor, Nomura Securities Co., Ltd. appointed as the tender offer agent, Nagashima Ohno & Tsunematsu acted as legal advisor for CVC Capital Partners.
CVC Capital Partners Asia VI (A) L.P., managed by CVC Capital Partners plc (ENXTAM:CVC), CVC Capital Partners Asia VI (B) SCSp, managed by CVC Capital Partners Asia VI GP S.à.r.l. and CVC Capital Partners Investment Asia VI L.P, managed by CVC Capital Partners Asia VI Limited completed the acquisition of 89.66% stake in Mandom Corporation (TSE:4917) from Motonobu Nishimura, Ken Nishimura and others for approximately ¥130 billion on February 25, 2026. As per the transaction, CVC Capital Partners plc has tendered 32.35 million shares and will acquire the remaining shares via squeeze out procedures.