The short answer
- Of 3,860 listed companies in 2021–22, 359 were bought by tender offer or MBO within about four years: 1 in 11.
- What set them apart was who owns the company: largest corporate holder, has a controlling shareholder (an entity owns over 50%), activist stake (past 2 years). Size mattered too: very large companies were rarely bought.
- What did not, overall: net cash ÷ market value, price-to-book, officers' stake, founder family stake. Cheap shares and piles of cash, often cited as takeover bait, made little difference on their own (some did matter for particular types of buyer; see each item below).
- Ranking companies on these traits works, but only partly: the top 10% by score had 1 in 5 bought (21.8%), and they held 23% of all the companies that were bought.
We took the first annual report each listed company filed between 27 Sep 2021 and 26 Sep 2022, recorded its traits as of that filing, and checked which companies became tender-offer or MBO targets after it, up to today. Only what was known at the time of each filing is used.
Traits that mattered
Share of companies with each trait that were later bought. All bars use the same scale.
Largest corporate holder
Largest corporate holder: 50%+: 26.5% were bought — about 1 in 4, against 1 in 11 for all listed companies (2.9x). Mostly buyout by the parent (14.5%).
<10%5.8%111 of 1,929
10–20%5.8%41 of 704
20–33%11.6%61 of 524
33–50%17.1%73 of 428
50%+26.5%73 of 275
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| <10% | 1,929 | 111 | 5.8% | 0.4% | 1.9% | 1.1% | 2.3% |
|---|
| 10–20% | 704 | 41 | 5.8% | 0.9% | 2.1% | 1.1% | 1.4% |
|---|
| 20–33% | 524 | 61 | 11.6% | 3.4% | 2.5% | 1.9% | 3.4% |
|---|
| 33–50% | 428 | 73 | 17.1% | 6.3% | 5.1% | 2.3% | 3.3% |
|---|
| 50%+ | 275 | 73 | 26.5% | 14.5% | 0.7% | 2.9% | 8.0% |
|---|
Has a controlling shareholder (an entity owns over 50%)
With a controlling shareholder (an entity with over 50%): 21.4% were bought — about 1 in 5, against 1 in 11 for all listed companies (2.3x). Mostly buyout by the parent (11.4%).
Yes21.4%81 of 378
No8.0%278 of 3,482
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| Yes | 378 | 81 | 21.4% | 11.4% | 1.1% | 2.4% | 6.3% |
|---|
| No | 3,482 | 278 | 8.0% | 1.6% | 2.4% | 1.4% | 2.4% |
|---|
Market value
Market value: ¥500bn+: only 4.2% were bought — 1 in 24, 0.5x the average. Large companies are rarely taken over.
<¥10bn10.0%109 of 1,085
¥10–50bn10.9%127 of 1,170
¥50–100bn11.7%39 of 332
¥100–500bn6.8%31 of 456
¥500bn+4.2%10 of 237
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| <¥10bn | 1,085 | 109 | 10.0% | 2.8% | 1.8% | 1.2% | 4.1% |
|---|
| ¥10–50bn | 1,170 | 127 | 10.9% | 2.4% | 3.6% | 1.6% | 3.0% |
|---|
| ¥50–100bn | 332 | 39 | 11.7% | 4.2% | 2.7% | 1.8% | 3.0% |
|---|
| ¥100–500bn | 456 | 31 | 6.8% | 2.4% | 1.8% | 1.1% | 1.3% |
|---|
| ¥500bn+ | 237 | 10 | 4.2% | 2.1% | 0.0% | 2.1% | 0.0% |
|---|
Activist stake (past 2 years)
With an activist stake: 18.4% were bought — about 1 in 5, against 1 in 11 for all listed companies (2.0x). Mostly private equity (6.1%).
Yes18.4%18 of 98
No9.1%341 of 3,762
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| Yes | 98 | 18 | 18.4% | 2.0% | 5.1% | 6.1% | 5.1% |
|---|
| No | 3,762 | 341 | 9.1% | 2.6% | 2.2% | 1.4% | 2.7% |
|---|
Traits that made no difference
Net cash ÷ market value
Every group was close to the average (0.9–1.2x). No link to being bought overall.
Negative9.2%95 of 1,038
0–25%10.5%96 of 914
25–50%10.8%63 of 582
50%+8.3%62 of 746
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| Negative | 1,038 | 95 | 9.2% | 2.6% | 2.2% | 1.2% | 3.0% |
|---|
| 0–25% | 914 | 96 | 10.5% | 2.6% | 2.7% | 1.6% | 3.4% |
|---|
| 25–50% | 582 | 63 | 10.8% | 3.3% | 2.6% | 1.9% | 2.9% |
|---|
| 50%+ | 746 | 62 | 8.3% | 2.4% | 2.1% | 1.3% | 2.1% |
|---|
Price-to-book
Every group was close to the average (0.9–1.2x). No link to being bought overall. But by type of buyer: private equity — Price-to-book: 1.5–3x 2.8% (1.9x that type's average); strategic buyer — Price-to-book: 3x+ 4.2% (1.5x that type's average).
<0.5x8.0%48 of 599
0.5–0.8x8.8%62 of 703
0.8–1x9.6%33 of 344
1–1.5x10.5%53 of 507
1.5–3x10.6%64 of 602
3x+10.7%56 of 523
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| <0.5x | 599 | 48 | 8.0% | 2.0% | 2.7% | 1.0% | 2.2% |
|---|
| 0.5–0.8x | 703 | 62 | 8.8% | 3.4% | 1.7% | 1.0% | 2.3% |
|---|
| 0.8–1x | 344 | 33 | 9.6% | 2.9% | 1.7% | 0.6% | 4.1% |
|---|
| 1–1.5x | 507 | 53 | 10.5% | 3.7% | 2.4% | 1.4% | 3.0% |
|---|
| 1.5–3x | 602 | 64 | 10.6% | 2.5% | 2.8% | 2.8% | 2.5% |
|---|
| 3x+ | 523 | 56 | 10.7% | 1.5% | 3.1% | 1.7% | 4.2% |
|---|
Officers' stake
Every group was close to the average (0.8–1.1x). No link to being bought overall. But by type of buyer: buyout by the parent — Officers' stake: <1% 4.5% (1.7x that type's average); management buyout — Officers' stake: 20%+ 3.6% (1.6x that type's average).
<1%10.5%162 of 1,540
1–5%9.2%83 of 904
5–20%7.0%49 of 702
20%+9.3%65 of 700
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| <1% | 1,540 | 162 | 10.5% | 4.5% | 0.9% | 2.1% | 3.0% |
|---|
| 1–5% | 904 | 83 | 9.2% | 1.8% | 3.3% | 1.5% | 2.2% |
|---|
| 5–20% | 702 | 49 | 7.0% | 1.3% | 2.7% | 0.7% | 2.1% |
|---|
| 20%+ | 700 | 65 | 9.3% | 0.7% | 3.6% | 0.9% | 3.9% |
|---|
Founder family stake
Every group was close to the average (0.8–1.1x). No link to being bought overall. But by type of buyer: strategic buyer — Founder family stake: 50%+ 5.3% (1.9x that type's average); management buyout — Founder family stake: 25–50% 3.8% (1.6x that type's average).
<10%10.2%222 of 2,186
10–25%7.7%62 of 808
25–50%8.9%57 of 640
50%+8.0%18 of 226
The line marks the average for all listed companies(9.3%)
Breakdown by type of buyer
| Companies | Targets | Rate | Parent | MBO | PE | Strategic |
|---|
| <10% | 2,186 | 222 | 10.2% | 3.6% | 1.7% | 1.8% | 2.9% |
|---|
| 10–25% | 808 | 62 | 7.7% | 1.6% | 2.8% | 1.1% | 1.7% |
|---|
| 25–50% | 640 | 57 | 8.9% | 0.9% | 3.8% | 1.2% | 2.8% |
|---|
| 50%+ | 226 | 18 | 8.0% | 0.9% | 1.3% | 0.4% | 5.3% |
|---|
Does ranking on these traits work?
We combined the traits into one score and checked it on companies the model had not seen (five-fold cross-validation). Companies are split into ten groups by score; the chart shows how many in each group were actually bought.
Top 10%21.8%1 in 5
10–20%17.4%1 in 6
20–30%14.2%1 in 7
30–40%7.5%1 in 13
40–50%7.8%1 in 13
50–60%7.0%1 in 14
60–70%6.2%1 in 16
70–80%5.4%1 in 18
80–90%2.8%1 in 35
90–100%2.8%1 in 35
The line marks the average for all listed companies(9.3%)
AUC (0.5 = random, 1.0 = perfect ranking): overall 0.69; by buyer type — parent 0.81, MBO 0.61, PE 0.65, strategic 0.68. Buyouts by a parent are the easiest to spot; MBOs the hardest.
Backtest: the top 30 as of 2021–22
Of the 30 companies with the highest scores in 2021–22, 6 were later bought (20%), against 9.3% for all listed companies.
All 30
| # | Company (as of 2021–22) | What happened |
|---|
| 1 | 大阪製鐵株式会社5449 | Not bought (yet) |
|---|
| 2 | インフォコム株式会社4348 | 19 Jun 2024・Private equity |
|---|
| 3 | サコス株式会社9641 | 11 May 2022・Buyout by the parent |
|---|
| 4 | 株式会社セゾン情報システムズ9640 | Not bought (yet) |
|---|
| 5 | 株式会社Sharing Innovations4178 | Not bought (yet) |
|---|
| 6 | 株式会社ステムセル研究所7096 | Not bought (yet) |
|---|
| 7 | WDBココ株式会社7079 | Not bought (yet) |
|---|
| 8 | 株式会社トラスト3347 | 15 May 2025・Buyout by the parent |
|---|
| 9 | 株式会社まぐまぐ4059 | Not bought (yet) |
|---|
| 10 | 株式会社フォーバルテレコム9445 | Not bought (yet) |
|---|
| 11 | コーユーレンティア株式会社7081 | Not bought (yet) |
|---|
| 12 | 株式会社BeeX4270 | Not bought (yet) |
|---|
| 13 | 鳥居薬品株式会社4551 | 8 May 2025・Strategic buyer |
|---|
| 14 | 株式会社NFCホールディングス7169 | Not bought (yet) |
|---|
| 15 | 株式会社メルコホールディングス6676 | Not bought (yet) |
|---|
| 16 | サンデン株式会社(旧会社名 サンデンホールディングス株式会社)6444 | Not bought (yet) |
|---|
| 17 | 株式会社フレクト4414 | Not bought (yet) |
|---|
| 18 | 株式会社サンデー7450 | 9 Jan 2026・Buyout by the parent |
|---|
| 19 | イオン九州株式会社2653 | Not bought (yet) |
|---|
| 20 | グローバルセキュリティエキスパート株式会社4417 | Not bought (yet) |
|---|
| 21 | 株式会社シンシア7782 | Not bought (yet) |
|---|
| 22 | 児玉化学工業株式会社4222 | Not bought (yet) |
|---|
| 23 | 株式会社メルディアDC(旧会社名 シード平和株式会社)1739 | 25 Dec 2023・Strategic buyer |
|---|
| 24 | イオン北海道 株式会社7512 | Not bought (yet) |
|---|
| 25 | GMOメディア株式会社6180 | Not bought (yet) |
|---|
| 26 | 株式会社オークネット3964 | Not bought (yet) |
|---|
| 27 | 株式会社ジャパンディスプレイ6740 | Not bought (yet) |
|---|
| 28 | 日産車体株式会社7222 | Not bought (yet) |
|---|
| 29 | 応用技術株式会社4356 | Not bought (yet) |
|---|
| 30 | 田中建設工業株式会社1450 | Not bought (yet) |
|---|
Updated 29 Sep 2026 00:48 JST