お知らせ • Jul 30
Showa Denko K.K. (TSE:4004) completed the acquisition of 87.6% stake in Hitachi Chemical Company, Ltd. (TSE:4217) from a group of shareholders for approximately ¥840 billion.
Showa Denko K.K. (TSE:4004) made a tender offer to acquire Hitachi Chemical Company, Ltd. (TSE:4217) from a group of shareholders for approximately ¥960 billion on December 18, 2019. Showa Denko K.K. (TSE:4004) signed a tender offer agreement to acquire 51.2% stake in Hitachi Chemical Company, Ltd. (TSE:4217) from Hitachi, Ltd. (TSE:6501) on December 18, 2019. Under the terms of the offer, Showa Denko K.K. will pay ¥4630 per common share. The Tender Offeror plans to procure the funds required for the settlement of the Tender Offer by borrowing up to ¥400 billion from Mizuho Bank (the “Bank Loan”), receiving an investment of up to ¥275 billion from Mizuho Bank and Development Bank of Japan Inc. by the subscription of Class A preferred shares of the Hitachi Chemical Company, Ltd. (as the “Preferred Share Investment”, and receiving an investment of up to ¥295 billion from Showa Denko by the subscription of common shares of the Tender Offeror. Hitachi Chemical Company, Ltd. established an independent committee composed of Masayuki Sarumaru, Hidetaka Nishina and Shinsuke Hasegawa for the offer. The commencement of the offer is expected to be in March, 2020. As of March 23, 2020, tender offer will commence from March 24, 2020. The period for purchase of Hitachi Chemical Company, Ltd. shares under tender offer is March 24, 2020 to April 20, 2020.
The conditions precedent to the offer are: a resolution is adopted at the Hitachi Chemical Company, Ltd.'s board of directors meeting to express its opinion to support the Tender Offer; with respect to necessary permits and licenses, clearance has been obtained under competition laws inside and outside Japan. If the total number of share certificates, etc. tendered to the Tender Offer (the “Tendered Share Certificates”) is less than the minimum number of shares to be purchased, the Tender Offeror will not purchase any of the Tendered Share Certificates. Hitachi Chemical Company, Ltd.’s board non-interested directors unanimously recommended that shareholders tender the shares in Tender Offer. Hitachi Ltd. will accept the tender offer for all the Hitachi Chemical shares it owns. The tender offer will commence by around February 2020. The period of offer is 20 business days. Upon the successful completion of the Tender Offer, the Tender Offeror will demand that all shareholders sell all of the Shares they hold (the “Demand for CashOut”) promptly after the completion of settlement of the Tender Offer in the event the Tender Offeror becomes a special controlling shareholder and will hold at least 90% of the voting rights of all shareholders of Hitachi Chemical Company, Ltd. On March 16, 2020 clearance for necessary permits and licenses was obtained under competition laws inside and outside Japan, China, South Korea, the United States, the European Union, and Taiwan. Deloitte Tohmatsu Financial Advisory LLC acted as fairness opinion provider for Showa Denko K.K. Goldman Sachs Japan Co., Ltd. acted as financial advisor and Shiomizaka acted as legal advisor for Hitachi Chemical Company, Ltd. Mizuho Securities Co., Ltd. acted as tender offer agent. Mizuho Securities Co., Ltd. acted as financial advisor for Showa Denko. Merrill Lynch Japan Securities Co., Ltd. acted as financial advisor to Hitachi.
Showa Denko K.K. (TSE:4004) completed the acquisition of 87.6% stake in Hitachi Chemical Company, Ltd. (TSE:4217) from a group of shareholders for approximately ¥840 billion on April 20, 2020. Showa Denko acquired 182.4 million shares.