The Carlyle Group Inc. (NasdaqGS:CG) proposed to acquire Hogy Medical Co.,Ltd. from Dalton Investments LLC, Nippon Active Value Fund plc managed by International Fund Management Limited, NAVF Select LLC fund managed by Rosenwald Capital Management, Inc. and others for approximately ¥140 billion.
Published on 12/17/2025
at 11:21 am EST - Modified on 12/16/2025
The Carlyle Group Inc. (NasdaqGS:CG) proposed to acquire Hogy Medical Co.,Ltd. (TSE:3593) from Dalton Investments LLC, Nippon Active Value Fund plc (LSE:NAVF) managed by International Fund Management Limited, NAVF Select LLC fund managed by Rosenwald Capital Management, Inc. and others for approximately ¥140 billion on December 17, 2025. A cash consideration valued at ¥6700 per share will be paid by The Carlyle Group Inc. Hogy Medical is expected to be delisted from the Tokyo Stock Exchange following the completion of the Transaction. NAVF, along with its co-investors, has agreed to reinvest a portion of their proceeds from a tender offer into a limited partnership that will be formed by Carlyle. This reinvestment will indirectly give them up to a 20% economic interest in CJP V HC Holdings VII, L.P. The exact terms of this reinvestment are still under negotiation and will be finalized through discussions between NAVF, the co-investors, and the Offering Vehicle. This arrangement is contingent upon the completion of the squeeze-out of minority shareholders of Hogy Medical following the tender offer.
The transaction is subject to minimum tender of 14,362,400 shares. The expected completion of the transaction is February 5, 2026.
Nomura Securities Co., Ltd. acted as financial advisor for Hogy Medical Co.,Ltd. Gillian Martin, Daphne Zhang, Fiona Conroy of Shore Capital and Corporate Limited acted as financial advisor for Nippon Active Value Fund plc. Daiwa Securities Co. Ltd. acted as tender offer agent in the transaction. BofA Securities, Inc. acted as financial advisor to The Carlyle Group. Mori Hamada & Matsumoto LPC acted as legal advisor to Hogy Medical. PwC Advisory LLC acted as financial advisor to the Special Committee. Momo-o, Matsuo & Namba acted as legal advisor to the Special Committee.
The Carlyle Group Inc. is a global investment company. The Company operates through three segments: Global Private Equity, Global Credit, and Global Investment Solutions. The Global Private Equity segment advises the Company’s buyout, middle market and growth capital funds, its U.S. and internationally focused real estate funds, and its infrastructure and natural resources funds. The segment also includes the NGP Carry Funds advised by NGP. The Global Credit segment advises funds and vehicles that pursue investment strategies including loans and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure debt, insurance solutions and global capital markets. The Global Investment Solutions segment advises global private equity programs and related co-investment and secondary activities. It has investment professionals located in over 29 offices across four continents. It also focuses on private student loan portfolio.
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The Carlyle Group Inc. (NasdaqGS: CG) proposed to acquire Hogy Medical Co.,Ltd. from Dalton Investments LLC, Nippon Active Value Fund plc managed by International Fund Management Limited, NAVF Select LLC fund managed by Rosenwald Capital Management, Inc. and others for approximately ¥140 billion.
