This article was displayed on the ChosunBiz MoneyMove (MM) site at 2:59 p.m. on Mar. 27, 2026.
Private equity fund (PEF) manager MBK Partners is pushing to acquire Solasto, a Japanese medical administration services company. It has designed a structure to acquire the equity of minority shareholders and the largest shareholder, Daito Trust Construction, through a tender offer and the company's buyback of its own shares. It is reportedly eyeing a final delisting.
According to the investment banking (IB) industry on the 27th, MBK Partners plans to conduct a tender offer (TOB) to acquire management control of Solasto. The target for purchase is 58,886,124 shares, excluding the largest shareholder's equity and treasury shares, or about 62% of the outstanding shares. Given that Solasto's market capitalization is about 1 trillion won, funding in the 600 billion won range is estimated for the tender offer alone. Deal closing is planned for the third quarter of this year.
After the tender offer, MBK also plans to proceed in parallel with a squeeze-out process to settle the remaining equity. A squeeze-out means that a controlling shareholder secures equity above a certain level and then forces out minority shareholders. In Japan, this is typically done through a reverse stock split. A reverse stock split, in the process of consolidating multiple shares into one share, creates fractional shares of less than one share, which the company buys for cash, effectively ousting minority shareholders.
For this reason, MBK set the minimum number of shares to be purchased in this tender offer at 28,530,600 shares (30.1%). In Japan, a reverse stock split is a special resolution item at a shareholders meeting, and a special resolution requires the approval of at least two-thirds of shareholders present. Since Solasto's largest shareholder, Daito Trust Construction, holds 33.57% equity, excluding treasury shares, it comes close to meeting the special resolution requirement in terms of voting rights.
After securing control of Solasto, MBK will also acquire Daito Trust Construction's equity through a company buyback. Daito Trust Construction is a strategic investor (SI) that acquired Solasto equity in 2015 to expand its senior care business. However, as it failed to achieve the expected synergies, it is said to be seeking an exit through this transaction. The sale price is about 24.68 billion yen (a little over 230 billion won).
The transaction will proceed as a management buyout (MBO). MBK Partners will sign a management delegation agreement and a shareholders agreement with Representative Director Noda Toru of Solasto and plans to maintain the existing management system. Representative Noda will participate in the transaction by holding a portion of the equity in a special purpose company (SPC) that MBK recently established to acquire Solasto.
Solasto, founded in 1968, is a Japanese medical and nursing care outsourcing company that provides hospital administration support, nursing care services, and childcare services. While it has a stable demand base due to an aging population, challenges cited include a business structure highly dependent on labor, earnings volatility, and delays in digital transformation. The industry views the company as considering delisting to carry out restructuring and investment outside a listed-company framework.
MBK has been rapidly expanding its investment footprint in Japan recently. In fact, it has allocated a significant portion of its sixth buyout fund to Japan and cited the Japanese market as a key theme at its global annual general meeting (AGM). The acquisition of control of Solasto also used the sixth fund.
In 2023, it acquired senior care services provider Hitowa Holdings for 90 billion yen (about 820 billion won), and it also acquired Arinamin Pharmaceutical, known for its vitamin supplements, from Blackstone for about 3 trillion won. Semiconductor circuit manufacturer FICT and building management company JBRS are also representative examples of MBK's investments in Japan. Last year, it also secured control of the Japanese machine tool company Makino Milling Machine.
Japan's mergers and acquisitions (M&A) market has emerged as a major investment destination for global private equity funds, amid a low interest rate environment, corporate governance reforms, and a lack of successors. Global managers such as Kohlberg Kravis Roberts (KKR), Blackstone, and Carlyle are also actively pursuing acquisitions of Japanese corporations, intensifying competition.