Kokuyo Completes TLG Stake Buy, Targets 65.01% and 2027 Consolidation

Overview

Japan’s Kokuyo Group has completed the transfer of all shares in Thien Long An Thinh (TLAT), giving it indirect ownership of 46.82% of Thien Long Group (TLG), the Ho Chi Minh City-listed stationery maker. Kokuyo intends to lift its holding to as much as 65.01% via a future public tender offer and to consolidate TLG as a subsidiary from 2027, subject to shareholder approval of its board nominees.

Key Facts

• Kokuyo completed the acquisition of 100% of Thien Long An Thinh (TLAT), the vehicle holding its TLG stake.
• The transaction gives Kokuyo indirect ownership of 46.82% of Thien Long Group (TLG).
• Kokuyo plans to raise its interest to a maximum of 65.01% through a public tender offer for TLG shares.
• TLG is targeted for consolidation as a Kokuyo subsidiary from 2027.
• Consolidation is conditional on Kokuyo’s director nominations being approved at an extraordinary TLG shareholder meeting expected in early December.
• TLG shares closed at VND 54,500 on 7 November 2026.
• Kokuyo’s 2011 precedent: roughly INR 4.56B (about USD 60M at the time) for 50.3% of India’s Camlin Limited, retaining the Camlin and Camel brands.

What Happened

Kokuyo disclosed that it has finished receiving the transfer of the entire charter capital interest in Thien Long An Thinh, the investment company through which the Japanese group holds its position in TLG. Because TLAT is the direct shareholder, the change of control at the holding level translates into Kokuyo indirectly owning 46.82% of Thien Long Group. The company said this is the first step in a plan to lift its ownership in the Vietnamese stationery business to a maximum of 65.01%, including through a public tender offer for TLG shares at a later date.

According to Kokuyo’s announcement, the group expects to make Thien Long a consolidated subsidiary from 2027, provided that its board nominations are passed at an extraordinary general meeting of TLG expected in early December. Tran Gia Tho, chairman of Thien Long’s board, told VnExpress that Kokuyo’s prior deals showed an approach built around preserving local brands, and he expects Thien Long to become a long-lasting brand in the same mould. He framed the transaction as a step in TLG’s globalisation strategy and a route to adopting Kokuyo’s management models, accelerating product development and expanding into ASEAN and other markets.

Market Context

TLG trades on HOSE and closed at VND 54,500 on 7 November 2026. The stock sits in the consumer staples segment, where Vietnamese stationery names have faced input-cost pressure and competition from cheaper imports, while export channels into ASEAN remain underdeveloped relative to the size of the domestic franchise. A change of controlling shareholder at a long-established domestic brand is a notable event for a sector that sees few foreign strategic transactions, and it comes as the broader Vietnamese market continues to attract Japanese corporate buyers seeking regional manufacturing and distribution platforms.

Strategic Significance

The investment case turns on whether Kokuyo replicates its Camlin playbook: keep the local brand, modernise management, then bolt on production capacity and distribution. For TLG, that could mean access to Kokuyo’s research and development, product portfolio and regional sales channels, plus capital for capacity expansion, while the Thien Long brand is preserved. The tender offer to 65.01% is the mechanism that determines how much of the free float is crystallised at a fixed price, and the 2027 consolidation timetable sets the deadline for governance integration. The key risk is execution: board seats, related-party arrangements with TLAT and the pace of any restructuring all sit outside Kokuyo’s unilateral control until the shareholder vote clears.

What to Watch

• The extraordinary general meeting expected in early December, and whether Kokuyo’s board nominees are approved.
• Filing of the public tender offer for TLG shares, including offer price and timetable.
• Disclosure of the transaction value for the TLAT stake, which the announcement does not specify.
• Any restructuring of the TLAT holding or changes to TLG’s board composition after the vote.
• TLG’s next financial statements for signs of margin or export-volume shifts under the new shareholder.