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 service company. It has designed a structure to acquire the equities of minority shareholders and the largest shareholder, Daito Trust Construction, through a tender offer and a company share buyback. It is known to be considering delisting as the final step.
According to the investment banking (IB) industry on the 27th, MBK Partners plans to carry out a tender offer (TOB) to acquire control of Solasto. The purchase target 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 to be injected for the tender offer alone. Deal closing is scheduled for the third quarter of this year.
After the tender offer, MBK also plans to proceed in parallel with a squeeze-out process to sort out the remaining equity. A squeeze-out is when a controlling shareholder secures equity above a certain level and forcibly cashes out minority shareholders. In Japan, it is typically carried out through a reverse stock split. A reverse stock split combines multiple shares into one, creating fractional shares of less than one share, which the company buys for cash, effectively forcing out 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 requires a special resolution of the shareholders meeting, which needs approval from at least two-thirds of the shareholders present. As Solasto's largest shareholder, Daito Trust Construction, holds 33.57% equity, excluding treasury shares, the voting rights will be close to meeting the special resolution requirement.
After securing control of Solasto, MBK will also acquire Daito Trust Construction's equity through a share buyback by the company. Daito Trust Construction is a strategic investor (SI) that acquired equity in Solasto in 2015 to expand its senior care business. However, as the expected synergy did not materialize, it is said to be seeking an exit through this transaction. The sale price is about 24.68 billion yen (about 230 billion won).
This transaction will be carried out as a management buyout (MBO). MBK Partners will sign a management delegation agreement and a shareholders agreement with Solasto President Noda Toru and keep the existing management structure in place. President Noda will participate in the transaction by holding a portion of the equity in a special purpose company (SPC) that MBK recently set up to acquire Solasto.
Founded in 1968, Solasto is a Japanese medical and nursing outsourcing company that provides hospital administration support, nursing care services, and childcare operations. While it has a stable demand base due to an aging population, challenges cited include a business structure highly dependent on labor, profitability volatility, and delayed digital transformation. The industry views it as considering delisting to pursue restructuring and investment outside the framework of a listed company.
MBK has been quickly 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 Hitowa Holdings for 90 billion yen (about 820 billion won), and it also bought vitamin supplement maker Alinamin Pharmaceutical from Blackstone for about 3 trillion won. Semiconductor circuit manufacturer FICT and building management company JBRS are also representative Japanese investment cases for MBK. Last year, it also secured control of Makino Milling Machine, a Japanese machine tool company.
Japan's mergers and acquisitions (M&A) market has emerged as a major investment destination for global private equity funds amid a confluence of low interest rates, corporate governance reforms, and succession issues. Global managers such as KKR, Blackstone, and Carlyle are also actively pursuing acquisitions of Japanese corporations, intensifying competition.