お知らせ • Feb 11
CJIP IV Co-Investment, L.P., CJP IV Co-Investment, L.P., Carlyle Japan Partners IV, L.P., Carlyle Japan International Partners IV, L.P., Carlyle Japan International Partners IV - Eu, S.C.Sp., funds managed by The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of 37.9% stake in Japan Asia Group Limited (TSE:3751) from Japan Asia Holdings Limited, Tetsuo Yamashita, Ja Partners Ltd., Aizawa Securities and others for ¥12.5 billion.
CJIP IV Co-Investment, L.P., CJP IV Co-Investment, L.P., Carlyle Japan Partners IV, L.P., Carlyle Japan International Partners IV, L.P., Carlyle Japan International Partners IV - Eu, S.C.Sp., funds managed by The Carlyle Group Inc. (NasdaqGS:CG) made an offer to acquire Japan Asia Group Limited (TSE:3751) from Japan Asia Holdings Limited, Tetsuo Yamashita, Ja Partners Ltd., Aizawa Securities and others for ¥16.5 billion on November 5, 2020. CJIP IV Co-Investment, L.P., CJP IV Co-Investment, L.P., Carlyle Japan Partners IV, L.P., Carlyle Japan International Partners IV, L.P., Carlyle Japan International Partners IV - Eu, S.C.Sp., funds managed by The Carlyle Group Inc. agreed to acquire Japan Asia Group Limited from Japan Asia Holdings Limited, Tetsuo Yamashita, Ja Partners Ltd., Aizawa Securities and others for ¥32.9 billion on January 26, 2021. Under the tender offer, Carlyle will acquire 27.45 million shares at ¥600 per common share. Under the new terms, Carlyle will acquire 27.45 million shares at ¥1200 per common share. The tender offer is being conducted at the request of Tetsuo Yamashita, a major shareholder of Japan Asia. The minimum limit set for the shares in the tender offer is 18.3 million shares. Under the new terms, the minimum limit set for the shares in the tender offer is 17.9 million shares. The tender offeror formed to acquire these shares, Green Holdings, L.P., will take the target company private by acquiring all of its shares. The Squeeze-out Procedure will be carried out by means of a share sale request or a reverse stock split. In a subsequent transaction, Yamashita and Green Project will reinvest in the target, by the method of third-party allotment of capital increase by the target to Mr. Yamashita and Green Project as allotment destination. Yamashita and Shinichi Nishida, who is the target person's director will continue to be engaged as the target person's director. Wu Wenshu, who is the target member's director, will retire from the target person's director in order to concentrate on the management of Kokusai Kogyo.
The transaction is subject to a minimum tender of 18.3 million shares. The board of Japan Asia expressed its support for the Tender Offer and resolved to recommend the Target Company's shareholders to apply for the Tender Offer. A special committee has been established consisting of five members consisting of Satoshi Yasugi, an outside director and independent officer of target, Kazuo Kobayashi, an outside corporate auditor and independent officer of target, and Kiyoshi Yoshimoto, an outside corporate auditor and independent officer of target and others. The tender offer will run from November 6, 2020 to Monday, December 21, 2020. As of December 21, 2020, the tender offer period has been extended to January 14, 2021. As of January 14, 2021, the tender offer period has been extended to January 28, 2021. As of January 26, 2021, the tender offer period has been extended to February 9, 2021. Plutus Consulting acted as fairness opinion provider and Anderson Mori & Tomotsune LPC acted as a legal advisor for Japan Asia Group. Nishimura & Asahi acted as a legal advisor for the tender offeror. Nomura Securities Co., Ltd acted as the tender offer agent in the transaction.
CJIP IV Co-Investment, L.P., CJP IV Co-Investment, L.P., Carlyle Japan Partners IV, L.P., Carlyle Japan International Partners IV, L.P., Carlyle Japan International Partners IV - Eu, S.C.Sp., funds managed by The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of 37.9% stake in Japan Asia Group Limited (TSE:3751) from Japan Asia Holdings Limited, Tetsuo Yamashita, Ja Partners Ltd., Aizawa Securities and others for ¥12.5 billion on February 9, 2021.