공고 • Aug 06
Mitsui Fudosan Logistics Park Inc. (TSE:3471) agreed to acquire Advance Logistics Investment Corporation (TSE:3493) from a group of shareholders for ¥81.8 billion.
Mitsui Fudosan Logistics Park Inc. (TSE:3471) agreed to acquire Advance Logistics Investment Corporation (TSE:3493) from a group of shareholders for ¥81.8 billion on July 31, 2024. Mitsui Fudosan Logistics Park Inc. (TSE:3471) entered into an agreement to acquire Advance Logistics Investment Corporation (TSE:3493) from a group of shareholders on August 5, 2024. As part of consideration, 0.79 new units (post the stock split is implemented) of Mitsui Fudosan Logistics will be issued and the exchange ratio for the transaction is Mitsui : Advance Logistics - 1: 1.168. Mitsui Fudosan Logistics will be the surviving corporation and Advance Logistics will be the dissolving corporation. In addition, concurrently with the Merger, Mitsui Fudosan Logistics REIT Management Co., Ltd., the asset management company of MFLP-REIT, and ITOCHU REIT Management Co., Ltd., the asset management company of ADL announced that each of them has, at Board of Directors Meeting held today, resolved to undertake an absorption-type company split. MFLP-REIT will implement a four for one split of the investment units held by MFLP-REIT unitholders stated or recorded on the registry of unitholders as at the end of October 31, 2024.
The asset management company of Mitsui Fudosan Logistics, and ITOCHU REIT Management Co., Ltd. will become a shareholder of Mitsui Fudosan Logistics REIT Management (holding 23% of the voting rights), MFLM will be entrusted by Mitsui Fudosan Logistics Park (Mitsui Fudosan Logistics Park after the Merger between Mitsui Fudosan Logistics Park and Advance Logistics Investment) to manage assets. The transaction is subject to approval of offer by target and acquirer shareholders and board, each REIT has confirmed in a manner and substance reasonably satisfactory to them that no filing procedures for Form F-4 for the Merger is required, Advance Logistics and ITOCHU REIT Management have agreed in advance to terminate the asset management agreement, for Each REIT, procedures which are required, in accordance with applicable laws and regulations and internal regulations, to implement the Merger and the matters contemplated in relation to the Merger have been completed, prior consent has been obtained from all financial institutions providing loans to Each REIT regarding the execution of the Merger and the basic conditions of loans on or after the effective date of the Merger, each REIT has obtained the prior consent to execute the Merger from the other party from whom MFLP-REIT or ADL is obliged under agreements, with respect to the borrowings of Each REIT that will become due for repayment during the period from the date of execution of the Merger Agreement to the effective date, refinancing has been executed through borrowings with terms and conditions reasonably satisfactory to Each REIT with respect to the repayment date, interest rate, and other conditions, none of MFLP-REIT and ADL is in breach of any obligations, each REIT has consummated all purchases and sales under agreements for the acquisition of properties, none of MFLP-REIT, MFLM, ADL or IRM has been subject to revocation of registration, suspension of operations in whole or in part, or other administrative disposition by supervisory authorities having a material impediment or material impact on the implementation of the Merger and no cause for cancellation or termination has occurred under the absorption-type company split agreement. The investment units issued by ADL will be delisted on October 30, 2024, which is two business days prior to the effective date of the Merger, in accordance with the Criteria for Delisting set forth by Tokyo Stock Exchange. Upon the Merger, the unitholders of ADL will be allotted new MFLPREIT investment units in proportion to the number of investment units they hold and thereby own MFLP-REIT investment units, and MFLP-REIT investment units are already listed on the Tokyo Stock Exchange and will continue to be tradable on the Tokyo Stock Exchange. The expected completion of the transaction is November 1, 2024.
Daiwa Securities Co. Ltd. acted as financial advisor for Mitsui Fudosan Logistics Park Inc. SMBC Nikko Securities Inc. acted as financial advisor for Advance Logistics Investment Corporation. Nagashima Ohno & Tsunematsu acted as legal advisor for Mitsui Fudosan Logistics Park and Mori Hamada & Matsumoto acted as a legal advisor for Advance Logistics Investment Corporation.