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ALSOK CO.,LTD. — M&A Activity 2026
Jun 8, 2026
13316_rns_2026-06-08_cebc36a0-f67d-402d-8817-647e29296a86.pdf
M&A Activity
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ALSOK
June 5, 2026
To whom it may concern
(This is an English translation of the Japanese original)
Company Name: ALSOK CO.,LTD.
Representative: Ikuji Kayaki, Representative Director, Group COO
(Securities Code: 2331, TSE Prime Market)
Contact: Mototsugu Koga, Corporate Communication Department,
General Manager of IR Office
(Phone: +81-3-3423-2331)
Company Name: TCG2511 Co., Ltd.
Representative: Genta Saito, Representative Director
(Correction) Notice Regarding Correction to the “Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909) by TCG2511 Co., Ltd.”
Regarding the “Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909) by TCG2511 Co., Ltd.” announced by our company on May 13, 2026, we hereby notify you of a correction to a part of the attachment titled “Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909)” dated May 13, 2026.
For details, please refer to the attached “(Correction) Notice Regarding Correction to the “Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909)” and Correction to the Public Notice of the Commencement of Tender Offer Due to the Submission of the Amendment to the Tender Offer Statement” announced by TCG2511 Co., Ltd. (the tender offeror) on June 5, 2026.
End
This document has been disclosed by ALSOK CO.,LTD. (the joint tender offeror for this tender offer) based on a request made by TCG2511 Co., Ltd. (the “tender offeror”) pursuant to Article 30, Paragraph 1, Item 4 of the Order for Enforcement of the Financial Instruments and Exchange Act.
(Attachment)
“(Correction) Notice Regarding Correction to the “Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909)” and Correction to the Public Notice of the Commencement of Tender Offer Due to the Submission of the Amendment to the Tender Offer Statement” dated June 5, 2026
June 5, 2026
To whom it may concern
(This is an English translation of the Japanese original)
Company Name: TCG2511 Co., Ltd.
Representative: Genta Saito, Representative Director
(Correction) Notice Regarding Correction to the “Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909)” and Correction to the Public Notice of the Commencement of Tender Offer Due to the Submission of the Amendment to the Tender Offer Statement
On May 13, 2026, TCG2511 Co., Ltd. (hereinafter referred to as the "tender offeror") has resolved to acquire the common stocks (hereinafter referred to as the "Target Stocks") of Nippon Dry-Chemical Co., Ltd. (Standard Market, Tokyo Stock Exchange, Securities Code: 1909, hereinafter referred to as the "Target Company") by means of a tender offer (hereinafter referred to as the "tender offer") as prescribed by the Financial Instruments and Exchange Act (Act No. 25 of 1948, including amendments, hereinafter referred to as the "Act"). The Tender Offer has been implemented from May 14, 2026.
Due to the fact that ALSOK CO.,LTD., a specially related party of the tender offeror, having received on June 4, 2026, the "Notice of Non-Issuance of Cease and Desist Order" issued by the Japan Fair Trade Commission dated June 4, 2026 and the "Notice of Shortening of Prohibition Period" of the same date, and in connection with the Tender Offer Statement regarding this tender offer submitted on May 14, 2026 by the tender offeror, as well as the public notice of commencement of the tender offer attached thereto, we hereby announce that it is necessary to correct part of the contents of these documents and, in accordance with Article 27-8, Paragraph 2 of the Act, the Amendment to the Tender Offer Statement has been submitted to the Director-General of the Kanto Local Finance Bureau today in order to add those corrected documents as attachments.
Accordingly, we hereby give notice that certain entries in the "Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909)" dated May 13, 2026, and the Public Notice of the Commencement of Tender Offer have been corrected as follows.
Please note that this correction does not alter the tender offer conditions, etc. as defined in Article 27-3, Paragraph 2, Item 1 of the Act.
Furthermore, the corrected parts are underlined.
I. Corrections to the "Notice Regarding the Commencement of Tender Offer for Common Stocks of Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909)" dated May 13, 2026
- Outline of the Target Company and Terms of the Tender Offer, etc.
(8) Other terms and conditions of the tender offer, etc.
2) Whether there are any conditions, etc. for the withdrawal of the tender offer, details thereof, and the method of disclosure for such withdrawal, etc.
(Before Correction)
If any of the items specified in Article 26, Paragraph 4, Items 3 to 5 and Item 7 of the Cabinet Office Ordinance with respect to Article 14, Paragraph 1, Item 1 (a) to (j) and (m) to (t), Item 3 (a) to (h) and (j), Item 4, or Item 5 of the Order, as well as the items specified in Article 14, Paragraph 2, Items 3 to 6 of the Order, should arise, the tender offer, etc., may be withdrawn or otherwise terminated.
In addition, (i) if the organ responsible for the execution of affairs of the Target Company resolves to conduct dividends from surplus (except cases where the amount of money or other property delivered to shareholders is expected to be less than 10% (2,288,972 thousand yen (Note)) of the book value of net assets on the balance sheet as
of the latest fiscal year-end of the Target Company) with a record date preceding the commencement of settlement for this tender offer, or (ii) if the organ responsible for the execution of affairs of the Target Company resolves to purchase treasury stock (except cases where the amount of money or other property delivered in exchange for acquiring such shares is expected to be less than 10% (2,288,972 thousand yen) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company), the tender offer may be withdrawn or otherwise terminated as a case equivalent to the matters listed under “a” through “s” as stipulated in Article 14, Paragraph 1, Item 1 (t) of the Order. In addition, “facts equivalent to the facts listed in 'a' through “i” as stipulated in Article 14, Paragraph 1, Item 3 “j” of the Order refer to: (i) if it is found that any important matters in statutory disclosure documents previously submitted by the Target Company contain false statements or omit important matters that should have been stated, and the tender offeror was not aware of such false statements or omissions and could not have discovered them despite exercising reasonable care, (ii) if any of the facts listed in Items “a” through “g” of the same item have occurred in important subsidiaries of the Target Company, and (iii) if receiving loans necessary for the tender offer would constitute a violation of laws or regulations.
In addition, if the statutory waiting period for the prior notification to the Japan Fair Trade Commission under Article 10, Paragraph 2 of the Anti-Monopoly Act regarding the acquisition of the tender offeror’s common shares to be delivered as merger consideration in this merger has not expired by the day before the expiration date of the tender offer period (including extensions, if any), if a prior notice of cease and desist order is issued, or if the tender offeror is subject to an application for an emergency suspension order by the court as a person suspected of violating Article 10, Paragraph 1 of the Anti-Monopoly Act, the tender offer may be withdrawn or otherwise terminated as a case where “permission, etc.” could not be obtained as stipulated in Article 14, Paragraph 1, Item 4 of the Order.
[Omitted below]
(After Correction)
If any of the matters stipulated in Article 26, Paragraph 4, Items 3 to 5 and Item 7 of the Cabinet Office Ordinance with respect to Article 14, Paragraph 1, Item 1 (a) to (j) and (m) to (t), Item 3 (a) to (h) and (j), or Item 5 of the Order for Enforcement of the Financial Instruments and Exchange Act, as well as the matters stipulated in Article 14, Paragraph 2, Items 3 to 6 of the Order for Enforcement of the Financial Instruments and Exchange Act, should arise, this tender offer may be withdrawn or otherwise terminated. In addition, (i) if the organ responsible for the execution of affairs of the Target Company resolves to conduct dividends from surplus (except cases where the amount of money or other property delivered to shareholders is expected to be less than 10% (2,288,972 thousand yen (Note)) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company) with a record date preceding the commencement of settlement for this tender offer, or (ii) if the organ responsible for the execution of affairs of the Target Company resolves to purchase treasury stock (except cases where the amount of money or other property delivered in exchange for acquiring such shares is expected to be less than 10% (2,288,972 thousand yen) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company), the tender offer may be withdrawn or otherwise terminated as a case equivalent to the matters listed under “a” through “s” as stipulated in Article 14, Paragraph 1, Item 1 (t) of the Order. In addition, “facts equivalent to the facts listed in “a” through “i” as stipulated in Article 14, Paragraph 1, Item 3 “j” of the Order refer to: (i) if it is found that any important matters in statutory disclosure documents previously submitted by the Target Company contain false statements or omit important matters that should have been stated, and the tender offeror was not aware of such false statements or omissions and could not have discovered them despite exercising reasonable care, (ii) if any of the facts listed in Items “a” through “g” of the same item have occurred in important subsidiaries of the Target Company, and (iii) if receiving loans necessary for the tender offer would constitute a violation of laws or regulations.
[Omitted below]
II. Details of Corrections to the Notice of Commencement of this Tender Offer
- Contents of the Tender Offer
(11) Other terms and conditions of the tender offer, etc.
2) Whether there are any conditions, etc. for the withdrawal of the tender offer, details thereof, and the method of disclosure for such withdrawal, etc.
(Before Correction)
If any of the matters stipulated in Article 26, Paragraph 4, Items 3 to 5 and Item 7 of the Cabinet Office Ordinance on Disclosures, etc. Regarding Tender Offers for Share Certificates, etc. by Persons Other Than the Issuer (Ministry of Finance Ordinance No. 38 of 1990; as amended; hereinafter referred to as the "Cabinet Office Ordinance") with respect to Article 14, Paragraph 1, Item 1 (a) to (j) and (m) to (t), Item 3 (a) to (h) and (j), Item 4, or Item 5 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; as amended; hereinafter referred to as the "Order"), as well as the matters stipulated in Article 14, Paragraph 2, Items 3 to 6 of the Order, should arise, this tender offer may be withdrawn or otherwise terminated. In addition, (i) if the organ responsible for the execution of affairs of the Target Company resolves to conduct dividends from surplus (except cases where the amount of money or other property delivered to shareholders is expected to be less than 10% (2,288,972 thousand yen (Note)) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company) with a record date preceding the commencement of settlement for this tender offer, or (ii) if the organ responsible for the execution of affairs of the Target Company resolves to purchase treasury stock (except cases where the amount of money or other property delivered in exchange for acquiring such shares is expected to be less than 10% (2,288,972 thousand yen) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company), the tender offer may be withdrawn or otherwise terminated as a case equivalent to the matters listed under "a" through "s" as stipulated in Article 14, Paragraph 1, Item 1 (t) of the Order. Additionally, the "facts corresponding to those listed in (a) to (i)" as stipulated in Article 14, Paragraph 1, Item 3 (j) of the Order for Enforcement of the Financial Instruments and Exchange Act refer to: (i) when it is discovered that statutory disclosure documents previously submitted by the Target Company contain a false statement regarding a material matter, or omit a material matter that should have been stated, and the tender offeror did not know, and could not have known despite exercising due care, of such false statements, etc.; (ii) when any facts listed in (a) to (g) of the same item occur at a significant subsidiary of the Target Company; and (iii) when receiving loans for the funds required for this tender offer would constitute a violation of laws and regulations.
Furthermore, if, by the day before the end of the tender offer period (including any extension), with regard to the acquisition of ordinary shares of the tender offeror as the merger consideration in connection with this merger, concerning the prior notification to the Japan Fair Trade Commission under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended; hereinafter the "Anti-Monopoly Act"), the waiting period has not expired, prior notice of a cease and desist order has been given, or a petition for an urgent suspension order has been filed with the court as a person suspected of acts violating the provisions of Article 10, Paragraph 1 of the Anti-Monopoly Act, it shall be construed as the case where "approval, etc." as stipulated in Article 14, Paragraph 1, Item 4 of the Order for Enforcement of the Financial Instruments and Exchange Act could not be obtained, and this tender offer may be withdrawn or otherwise terminated.
[Omitted below]
(After Correction)
If any of the matters stipulated in Article 26, Paragraph 4, Items 3 to 5 and Item 7 of the Cabinet Office Ordinance on Disclosures, etc. Regarding Tender Offers for Share Certificates, etc. by Persons Other Than the Issuer (Ministry of Finance Ordinance No. 38 of 1990; as amended; hereinafter referred to as the "Cabinet Office Ordinance") with respect to Article 14, Paragraph 1, Item 1 (a) to (j) and (m) to (t), Item 3 (a) to (h) and (j), or Item 5 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; as amended; hereinafter referred to as the "Order"), as well as the matters stipulated in Article 14, Paragraph 2, Items 3 to 6 of
the Order, should arise, this tender offer may be withdrawn or otherwise terminated. In addition, (i) if the organ responsible for the execution of affairs of the Target Company resolves to conduct dividends from surplus (except cases where the amount of money or other property delivered to shareholders is expected to be less than 10% (2,288,972 thousand yen (Note)) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company) with a record date preceding the commencement of settlement for this tender offer, or (ii) if the organ responsible for the execution of affairs of the Target Company resolves to purchase treasury stock (except cases where the amount of money or other property delivered in exchange for acquiring such shares is expected to be less than 10% (2,288,972 thousand yen) of the book value of net assets on the balance sheet as of the latest fiscal year-end of the Target Company), the tender offer may be withdrawn or otherwise terminated as a case equivalent to the matters listed under “a” through “s” as stipulated in Article 14, Paragraph 1, Item 1 (t) of the Order. Additionally, the “facts corresponding to those listed in (a) to (i)” as stipulated in Article 14, Paragraph 1, Item 3 (j) of the Order for Enforcement of the Financial Instruments and Exchange Act refer to: (i) when it is discovered that statutory disclosure documents previously submitted by the Target Company contain a false statement regarding a material matter, or omit a material matter that should have been stated, and the tender offeror did not know, and could not have known despite exercising due care, of such false statements, etc.; (ii) when any facts listed in (a) to (g) of the same item occur at a significant subsidiary of the Target Company; and (iii) when receiving loans for the funds required for this tender offer would constitute a violation of laws and regulations.
[Omitted below]
End