A management buyout took 64.7 percent of Japanese real-time OS vendor eSOL

eSOL Co., Ltd. told the Tokyo Stock Exchange on October 20 that the tender offer BCJ-110 Inc. had been running since September 2 closed on October 19 above its minimum, so the offer succeeded.

Shareholders tendered 12,759,681 shares at 820 yen each, against a minimum of 10,535,800 and a ceiling of 17,109,020. BCJ-110 will take all of them. On October 26, when settlement starts, it becomes eSOL’s parent and largest shareholder with 127,596 voting rights, or 64.70 percent of the 197,197 the company uses as the denominator. The eSOL employee shareholding association, which held 10.35 percent, stops being the largest shareholder.

BCJ-110 is wholly owned by BCJ-109, which is in turn held entirely by BCPE Energy Cayman, L.P. Both BCJ companies name Yuji Sugimoto as representative director. The filing identifies the transaction as a management buyout, pointing back to the notice eSOL published on September 1 recommending that shareholders tender.

Because the offer did not take every share, eSOL said the offeror intends to run a further procedure leaving only itself and two shareholders that had agreed in advance not to tender: KAM Co. with 1,410,720 shares and B.O.B. Co. with 1,200,000. If that procedure is carried out, the filing said, the shares will be delisted under the exchange’s delisting criteria and will no longer trade on its Standard market. eSOL said the timing would be published once the two companies have settled it.

The filing is a corporate disclosure and says nothing about vehicles. eSOL sells the eMCOS real-time operating system and hypervisor and the eT-Kernel line, lists automotive among its industry segments, and sells AUTOSAR Classic and Adaptive products alongside engineering services.