Neuberger's Views Regarding the Tender Offer for Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909) by ALSOK and Carlyle
Key facts
- Neuberger's Views Regarding the Tender Offer for Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909) by ALSOK and Carlyle
- Neuberger Berman East Asia has sent a letter to the Board of Directors and Special Committee of Nippon Dry-Chemical Co., Ltd., expressing concerns about the valuation methodology and process of the tender offer by ALSOK and Carlyle, and requesting a re-examination.
- Source: PR Times
- Date: June 11, 2026
Direct answer
Neuberger Berman East Asia has sent a letter to the Board of Directors and Special Committee of Nippon Dry-Chemical Co., Ltd., expressing concerns about the valuation methodology and process of the tender offer by ALSOK and Carlyle, and requesting a re-examination.
- Citation
- Neuberger's Views Regarding the Tender Offer for Nippon Dry-Chemical Co., Ltd. (Securities Code: 1909) by ALSOK and Carlyle (June 11, 2026), PR Times
- Source
- PR Times
- Date
- June 11, 2026
Neuberger Berman East Asia has sent a letter to the Board of Directors and Special Committee of Nippon Dry-Chemical Co., Ltd., expressing concerns about the valuation methodology and process of the tender offer by ALSOK and Carlyle, and requesting a re-examination.
📋 Article Processing Timeline
- 📰 Published: June 11, 2026 at 12:00
- 🔍 Collected: June 11, 2026 at 12:26 (26 min after Published)
- 🤖 AI Analyzed: June 11, 2026 at 12:36 (9 min after Collected)
June 11, 2026 (Tokyo) — Neuberger Berman East Asia ("we"), the Japan entity of Neuberger, an independent global asset management firm, announces that on June 11, we sent a letter addressed to the Board of Directors and Special Committee of Nippon Dry-Chemical Co., Ltd. (the "Company") in connection with the tender offer for the Company by ALSOK and Carlyle. The full text of the letter is published herewith as an attachment.
Our concerns are based particularly on the following aspects of the valuation process:
1. A discounted cash flow (“DCF”) analysis that may understate the Company’s intrinsic value;
2. A comparable company analysis and premium benchmark universe that may not adequately reflect the Company’s business profile;
3. An offer price that appears to have been anchored to the Company’s own market capitalization target; and
4. The effectiveness of the market check.
We communicated these concerns to the Board of Directors and the Special Committee and requested further review of the tender offer price, transaction process, and protections for minority shareholders.
We also view this matter as having broader implications for the evolution and development of Japan’s corporate governance framework. While take-private transactions involving majority-owned listed subsidiaries have recently attracted greater scrutiny around minority shareholder protections, comparable expectations have not yet been applied as clearly to equity-method affiliate transactions. As these structures become more important, stronger governance standards around process integrity and minority shareholder protection will remain critical to domestic and global investor confidence in the Japanese market.
As Chair of the Japan Working Group of the Asia Corporate Governance Association, we are promoting corporate governance reform across the Japanese market. In this context, we believe that expressing our views on this matter can serve as an opportunity to deepen the discussion on minority shareholder protection and the further advancement of corporate governance in Japan.
Our concerns are based particularly on the following aspects of the valuation process:
1. A discounted cash flow (“DCF”) analysis that may understate the Company’s intrinsic value;
2. A comparable company analysis and premium benchmark universe that may not adequately reflect the Company’s business profile;
3. An offer price that appears to have been anchored to the Company’s own market capitalization target; and
4. The effectiveness of the market check.
We communicated these concerns to the Board of Directors and the Special Committee and requested further review of the tender offer price, transaction process, and protections for minority shareholders.
We also view this matter as having broader implications for the evolution and development of Japan’s corporate governance framework. While take-private transactions involving majority-owned listed subsidiaries have recently attracted greater scrutiny around minority shareholder protections, comparable expectations have not yet been applied as clearly to equity-method affiliate transactions. As these structures become more important, stronger governance standards around process integrity and minority shareholder protection will remain critical to domestic and global investor confidence in the Japanese market.
As Chair of the Japan Working Group of the Asia Corporate Governance Association, we are promoting corporate governance reform across the Japanese market. In this context, we believe that expressing our views on this matter can serve as an opportunity to deepen the discussion on minority shareholder protection and the further advancement of corporate governance in Japan.
FAQ
What is Neuberger Berman East Asia?
It is the Japan entity of Neuberger, a global independent asset manager, and promotes corporate governance reform.
What is the main purpose of this letter?
To raise concerns about the valuation process in the tender offer for Nippon Dry-Chemical and request a proactive re-examination by the board.
Why is this matter important?
It serves as a catalyst to advance the discussion on minority shareholder protection and governance in take-private deals of listed equity-method affiliates.