Electric Appliances · 6989, 6890 · 2026-11-10
TOKYO — A vehicle owned by funds advised by Bain Capital said on November 10 it will launch a tender offer for all outstanding shares of Hokuriku Electric Industry Co., Ltd. (TSE: 6989), the Toyama-based maker of resistors, sensors and circuit boards, and take it private. The board supports the bid, which came out on top of a sale process against an operating company that had been courting Hokuriku Electric since 2023 and a second private equity fund.
Dollar figures in this brief are converted from yen at ¥157.95 = US$1, the mid-market rate on November 9, 2026 (the last business day before the announcement).
The offer price of US$26.46 (¥4,180) is a 71.9% premium to the US$15.40 (¥2,432) close on November 9 and 80.7%, 75.9% and 73.2% above the one-, three- and six-month average prices. It is 38.0% above the stock's 52-week high of US$19.18 (¥3,030), set in January 2026. The offeror, BCJ-116, held no shares before the announcement.
The minimum acceptance is 5,232,600 shares, or 66.67% of the 7,848,927 shares outstanding excluding treasury stock — the two-thirds needed to pass the share consolidation that would squeeze out remaining holders. There is no maximum. The Tokyo Stock Exchange placed the stock under supervision (designation for confirmation) the same day.
Hokuriku Electric says it had held capital and business alliance talks on and off since May 2023 with an operating company it does not name. In April 2026 that company proposed taking 50.1% of the voting rights while keeping the shares listed, and in a follow-up letter said it did not rule out buying shares without the board's consent. The company hired advisers on April 23, approached five private equity funds including Bain on July 7, and set up a special committee of independent directors on July 30.
Two funds came back with proposals. The operating company and both funds were given due diligence from mid-August to early October and submitted binding final bids between October 9 and 23:
| Bidder | Final proposal | Outcome |
|---|---|---|
| Bain Capital | Full take-private at US$25.89, later raised to US$26.46 ¥4,090 → ¥4,180 | Selected October 27 |
| Operating company (unnamed) | Switched from 50.1% to a full acquisition; price below US$25.89 (¥4,090) | Told on October 27 its bid was not the best proposal |
| Second private equity fund (unnamed) | Price below both other bidders | Discussions ended October 27 |
The operating company's price assumed Hokuriku Electric would pay its September interim dividend; the company says the offer price is higher even after adding that dividend back. The second fund's higher, conditional price depended on buying some holders out at market price and is also below US$26.46 (¥4,180).
The committee rated the operating company's plan as adding little to growth while risking dis-synergies from consolidating production sites. After the company, on the committee's advice, asked Bain on November 6 to reconsider, Bain raised its price from US$25.89 to US$26.46 (¥4,090 to ¥4,180) on November 9. Bain's US$25.89 had been conditional on no interim or year-end dividend; the company has cancelled the interim payout and will scrap the US$0.30 (¥47.50) year-end dividend if the offer succeeds.
Under the tender offer agreement, the board may reconsider its support if a rival take-private bid tops US$26.46 and Bain does not match it. The hurdle is 3% above the offer price for newcomers but 10% — US$29.11 (¥4,598) — for the operating company, the second fund and their affiliates.
Bain has signed tender agreements covering 1,495,965 shares, or 19.06% of the outstanding shares. The largest is with Ferrotec Holdings (TSE: 6890), the top shareholder, which built its position over the past year (see our earlier note).
| Shareholder | Shares | % of outstanding |
|---|---|---|
| Ferrotec Holdings | 1,048,800 | 13.36% |
| The Hokkoku Bank | 158,365 | 2.02% |
| Maeda Corporation | 149,000 | 1.90% |
| The Bank of Toyama | 139,800 | 1.78% |
| Total | 1,495,965 | 19.06% |
% of the 7,848,927 shares outstanding excluding treasury stock as of September 30, 2026.
Bain approached Ferrotec on November 6. Ferrotec has agreed to tender all its shares and may withdraw only if a rival take-private offer above US$26.46 is launched or seriously proposed and Bain does not raise its price to match within ten business days. It receives nothing beyond the offer price, which values its stake at US$27.8mn (¥4,384mn).
Founded in 1943, Hokuriku Electric has 17 subsidiaries and plants and sales offices in Singapore, Malaysia, China, Thailand and the United States. Revenue was US$273.1mn (¥43.1bn) in the year to March 2026. The company says its price-to-book ratio has stayed below one and that rising listing costs make it hard to see the point of remaining public.
Bain plans to keep the current management structure in principle and says it does not expect any large-scale reorganisation, site closures or adverse changes to employment because of the deal. It offers hands-on support, management resources and M&A-led growth. Management will not reinvest, so this is not a management buyout.
On the same day the company lowered its forecast for the year to March 2027: operating profit from US$11.4mn to US$8.2mn (¥1.8bn to ¥1.3bn) and net income from US$7.6mn to US$1.3mn (¥1.2bn to ¥0.2bn). It cites precious-metal costs and about US$4.2mn (¥670mn) of deal advisory fees, booked as an extraordinary loss. Revenue guidance was raised from US$297.6mn to US$316.6mn (¥47.0bn to ¥50.0bn).
| Fiscal year | Revenue | EBITDA | Net income | Cash | Inv. securities | Debt |
|---|---|---|---|---|---|---|
| FY2022/3 | 256.1 | 19.9 | 12.3 | 44.4 | 6.9 | 63.1 |
| FY2023/3 | 287.8 | 25.6 | 4.1 | 51.0 | 7.1 | 71.6 |
| FY2024/3 | 258.4 | 20.8 | 16.1 | 64.0 | 9.0 | 61.7 |
| FY2025/3 | 273.4 | 23.0 | 13.9 | 75.5 | 9.1 | 57.1 |
| FY2026/3 | 273.0 | 22.0 | 12.6 | 82.8 | 13.8 | 60.6 |
Source: beluuga.ai financial data (Hokuriku Electric Industry annual securities reports). Same charts as the Hokuriku Electric Industry company page on beluuga.ai.
| Deal terms & implied multiples | Value |
|---|---|
| Offer price | US$26.46 ¥4,180 |
| No. of shares to be acquired | 7,848,927 shares |
| Implied equity value | US$207.7mn ¥32,809mn |
| Implied EV | US$172.8mn ¥27,288mn |
| Implied LTM EV/EBITDA | 9.1x |
| Implied LTM P/E | 31.0x |
| Implied P/B | 1.25x |
Implied EV deducts cash and investment securities and adds borrowings and lease obligations as of September 30, 2026. LTM figures are for the twelve months to September 30, 2026. P/B uses shareholders' equity as of September 30, 2026.
The company's financial adviser, SMBC Nikko Securities, valued the shares at US$19.35–US$27.38 (¥3,056–¥4,324) on a discounted cash flow basis; Plutus Consulting, adviser to the special committee, put the range at US$16.07–US$26.15 (¥2,539–¥4,130). The offer price sits above the top of the committee adviser's range. Neither adviser gave a fairness opinion. Bain is funding the deal with up to US$76.0mn (¥12bn) of equity and a loan of up to US$133.0mn (¥21bn) from Hokuriku Bank.
For other tender offers for Japanese listed companies, see the beluuga.ai tender offer tracker.
Prepared for client circulation · Source data: beluuga.ai