TOKYO, May 13, 2026, 00:14 JST
- Raksul shareholders approved a 28 million-to-one share consolidation, putting the Tokyo-listed company on course to delist on May 29.
- Holders left with fractional shares are expected to receive 1,900 yen per share, the same price as the tender offer, subject to court approval and adjustments.
- The vote follows R1 Inc.’s successful tender offer, in which 52.8 million share certificates and related securities were tendered.
Raksul Inc. shareholders approved a share consolidation and related charter changes on Tuesday, clearing the final procedural step toward taking the Japanese digital printing platform off the Tokyo Stock Exchange Prime Market.
The timing now matters. Raksul said its shares were designated as securities to be delisted from May 12 through May 28 and are expected to be removed from trading on May 29; after delisting, they will no longer trade on the Prime Market.
For investors who did not tender, the focus shifts from market trading to the cash-out process. Raksul plans to consolidate 28,000,000 common shares into one share effective June 2, leaving shareholders other than R1 Inc. with fractions of less than one share.
The vote closes the remaining public-market leg of a Goldman Sachs-backed management buyout, or MBO, in which management and a financial sponsor take a listed company private. R1’s tender offer ended March 10 after 52,783,190 share certificates and related securities were tendered, above the 39,699,100 minimum, and R1 was set to become Raksul’s parent and largest shareholder at settlement on March 17.
The price had already become the main issue. R1 raised the offer in February to 1,900 yen a share from 1,710 yen after investor criticism, and Goldman Sachs executive Yu Itoki told Reuters at the time it was the “best and final offer.” Reuters
R1’s own materials said the 1,900 yen price was final and would not be raised further. Hermes Li, founder and chief investment officer of Aspex Management, said Aspex supported the “strategic rationale of the MBO” and had agreed to tender its shares.
Raksul shares closed Tuesday at 1,890 yen, unchanged and 10 yen below the cash-out price. Yahoo Finance Japan’s coverage listed Logizard, Synops and WingArc 1st among names often compared with Raksul, but the near-term read-through to those peers is limited; this is an ownership transaction, not a sector repricing story.
After the privatization, Goldman Sachs and Raksul executives Yo Nagami and Yasukane Matsumoto are expected to hold 50% of voting rights each side, with Goldman Sachs nominating four of nine directors, Nagami three and Matsumoto two.
But there is still execution risk around the cash-out. Raksul said the fractional shares are expected to be sold to R1 with court approval, and the amount paid to shareholders could differ if approval is not obtained as planned or if fractional adjustments are needed; it expects the sale around late June and payment to shareholders around late August.
Once the consolidation takes effect, Raksul’s total issued shares will fall to two, with six authorized shares, and the company will abolish its 100-share trading unit because it will no longer be needed. That leaves R1 as the only holder of full shares.
