Japan's Kokuyo plans $177mn injection into subsidiary to acquire controlling stake in Vietnam's Thien Long

The move comes about three weeks after Vietnam’s National Competition Commission conditionally approved the proposed transaction.

Kokuyo funds subsidiary for Thien Long acquisition

Kokuyo’s board recently approved a 28 billion yen (about $177 million) capital increase for Synergy Investing Asia Pte. Ltd., a wholly owned Singapore subsidiary established on December 15, 2025 with a charter capital of $1, according to the disclosure.

The subsidiary was established to first acquire all shares in Thien Long An Thinh Investment JSC, a major shareholder of TLG, and then TLG.

On September 9, 2026, the National Competition Commission issued Decision No. 294, conditionally approving the transaction involving Synergy Investing Asia, Thien Long An Thinh, TLG and five individuals.

The five individuals are Co Gia Tho, Tran Thai Nhu, Co Ngan Binh, Co Cam Nguyet and Co Gia Duc.

Under the decision, the companies involved in the transaction must collect annual nationwide market-share data for writing instruments and provide the information when requested by the commission.

They must also report average purchase and selling prices for agents and distributors, as well as their trade-discount policies.

In addition, the companies must maintain a competition-law compliance code and provide annual training for employees on competition regulations.

The decision also requires the companies to increase their research and development spending in Vietnam by VND3 billion ($115,500) each year from the previous year for at least five years after the transaction is completed.

Kokuyo’s steps to acquire 65.01% of TLG

The capital increase and conditional approval are part of Kokuyo’s plan to acquire a controlling stake in TLG, announced by the Japanese group on December 4, 2025.

Under the plan, Kokuyo will first acquire all shares of Thien Long An Thinh, which currently holds a 46.82 percent stake in TLG.

It will then launch a public tender offer for up to nearly 16 million TLG shares, equivalent to an 18.19 percent stake, bringing its direct and indirect ownership to 65.01 percent.

When it announced the plan, Kokuyo estimated that the two steps would require a total of 27.6 billion yen, or around $174.5 million.

Kokuyo said the public tender offer would be financed entirely with its own funds.

The company has not yet announced the offer price per TLG share and said it would disclose the figure before the tender offer begins.

Under the schedule announced by Kokuyo in December 2025, the tender offer is expected to take place in October and November 2026, subject to approval from Vietnamese authorities.

Kokuyo said the transaction is part of its goal of becoming Asia’s leading stationery company by 2030, with ASEAN identified as its fourth key market alongside Japan, China and India.

TLG began producing ballpoint pens in 1981.

In the first half of 2026, the group posted net revenue of VND2.354 trillion (US$90.65 million), up 15.4 percent year on year, while its after-tax profit reached VND315 billion (US$12.13 million), up nearly five percent.