Kokuyo's $180M Bid for Thiên Long (TLG): 65% Stake, HOSE Delisting Risk

Overview

Japan’s Kokuyo Group has received approval from Vietnam’s National Competition Commission and earmarked JPY 28 billion (about USD 180 million) to acquire Thiên Long Group (HOSE: TLG), Vietnam’s best-known stationery maker. The plan combines a purchase of a 46.82% stake from major shareholder Thiên Long An Thịnh Investment JSC with a public tender offer for up to a further 18.19%, taking Kokuyo’s direct and indirect holding to a maximum of 65.01%. If completed, control of one of Vietnam’s most durable consumer-staples franchises passes to a Japanese strategic buyer.

Key Facts

• Kokuyo has secured approval from the National Competition Commission for the economic concentration.
• Total investment earmarked: JPY 28 billion, equivalent to roughly USD 180 million.
• Planned acquisition of 46.82% of TLG from CTCP Đầu tư Thiên Long An Thịnh, targeted for completion in August 2026.
• Follow-on public tender offer for up to 18.19% of TLG, scheduled for October to November 2026.
• Combined maximum ownership: 65.01%, a level that confers blocking rights over shareholder resolutions.
• Total consideration for both transactions estimated at JPY 27.6 billion, implying close to VND 72,600 per share at JPY 1 = VND 165.
• TLG closed at VND 54,200 on 1 October 2026 on HOSE.
• Thiên Long posted record 2025 net revenue of VND 4,173 billion against total assets of nearly VND 3,568 billion, and H1 2026 net revenue of VND 2,353 billion, up 15% year on year.

What Happened

The transaction was first outlined in December 2025, when Kokuyo disclosed its intention to buy out Thiên Long An Thịnh, the holder of 46.82% of the stationery group. The two latest milestones, reported in October 2026, are the competition clearance and the confirmed funding envelope of JPY 28 billion. The structure is a two-step takeover: a private block purchase followed by a mandatory-style public offer to remaining shareholders.

Vietcap Securities characterised the roughly VND 72,600 per-share figure as a transaction reference rather than a direct valuation mark, noting it may embed a control premium, foreign-exchange risk and the uncertainty inherent in the tender offer. The article does not disclose the final price of the block purchase or the exact tender price to be registered with the State Securities Commission.

Market Context

TLG trades on HOSE and closed at VND 54,200 on 1 October 2026, the date of the price context provided. The implied transaction reference of about VND 72,600 therefore sits materially above the prevailing market price, consistent with a control premium for a strategic stake. Thiên Long sits in the consumer staples sector, where Vietnamese names have generally commanded premium multiples for stable cash generation and dividend records. The stock has historically been tightly held, with limited free float, which amplifies the price impact of any large block or tender.

Strategic Significance

Thiên Long has never posted a loss since listing, has consistently generated revenue above its total asset base, and has paid cash dividends of 20% to 30% annually, with borrowings limited to short-term working capital of a few hundred billion dong, roughly one tenth of total capital. That profile explains why a founder would sell at a control premium rather than from distress, and why Kokuyo would pay one. For Kokuyo, the deal buys immediate scale in a fast-growing ASEAN stationery market plus a distribution and manufacturing base; for minority holders, the tender offer is the mechanism through which part of that premium is realised. The 65.01% threshold also gives Kokuyo effective veto power and opens the question of whether TLG retains its HOSE listing under foreign majority ownership.

What to Watch

• The formal tender offer filing with the State Securities Commission, including the registered offer price and subscription window.
• Completion of the 46.82% block purchase from Thiên Long An Thịnh, targeted for August 2026.
• Any disclosure on post-transaction listing status, free float and foreign ownership room on HOSE.
• TLG’s Q3 and full-year 2026 results, following H1 net revenue of VND 2,353 billion, up 15% year on year.
• Dividend policy announcements for 2026, given the historical 20% to 30% cash payout range.