Announcement • Sep 19
INFRONEER Holdings Inc. (TSE:5076) completed the acquisition of remaining 99.9% stake in Sumitomo Mitsui Construction Co.,Ltd. (TSE:1821) from a group of shareholders.
INFRONEER Holdings Inc. (TSE:5076) proposed to acquire remaining 99.9% stake in Sumitomo Mitsui Construction Co.,Ltd. (TSE:1821) from a group of shareholders for ¥94.1 billion on May 14, 2025. A cash consideration of ¥94.13 billion valued at ¥600 per share will be paid by INFRONEER Holdings Inc. As part of consideration, ¥94.13 billion is paid towards common equity of Sumitomo Mitsui Construction Co.,Ltd. INFRONEER Holdings already holds 100 shares in Sumitomo Mitsui Construction. The sellers in the transaction include Aya Nomura, Kadan Capital Fund Pte. Ltd., Kabushiki Kaisha Reno, The Master Trust Bank of Japan, Ltd. (Trust Account), Custody Bank of Japan, Ltd. (Trust Account), Nomura Securities Co., Ltd., BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC), Morgan Stanley MUFG Securities Co., Ltd., JP Morgan Chase Bank 385781, Minami Aoyama Real Estate Co., Ltd. and others.
The transaction is subject to minimum tender. The Board of Directors of Sumitomo Mitsui Construction Co.,Ltd. formed a special committee for the transaction. The tender offer is part of a transaction that will result in Sumitomo Mitsui Construction becoming a wholly-owned subsidiary of INFRONEER Holdings, and the company shares will be delisted. On May 15, 2025 The Board of Directors of Sumitomo Mitsui Construction has adopted a resolution supporting the tender offer and recommends shareholders to tender their shares. The commencement of the tender offer is contingent upon certain conditions being met, including procedures related to competition law in the Philippines. These conditions can be waived at the discretion of the Tender Offeror. The tender offer is expected to commence around early July 2025, but the exact timing is uncertain due to the unpredictability of the required procedures with competition authorities. As of August 5, 2025, the tender offer will commence on August 6, 2025 and close on September 18, 2025. All the conditions precedent have been completed as of August 5, 2025. As of August 16, 2025, Philippine Competition Commission (PCC) has cleared the proposed acquisition by Japan-based INFRONEER Holdings, Inc. of all shares in Sumitomo Mitsui Construction Co., Ltd., on July 29, 2025, following review of the transaction.
Keiji Yamaguchi of Daiwa Securities Co. Ltd. acted as financial advisor for INFRONEER Holdings Inc. Uryu & Itoga acted as legal advisor for INFRONEER Holdings Inc. Nishimura & Asahi acted as legal advisor for Sumitomo Mitsui Construction Co.,Ltd. SMBC Nikko Securities Inc. acted as financial advisor for Sumitomo Mitsui Construction Co.,Ltd. YAMADA Business Consulting Co.,Ltd. acted as financial advisor to INFRONEER.
INFRONEER Holdings Inc. (TSE:5076) completed the acquisition of remaining 99.9% stake in Sumitomo Mitsui Construction Co.,Ltd. (TSE:1821) from a group of shareholders on September 18, 2025. Shares tendered during the offer period was 126.464423 million, which exceeds the minimum tender condition of 104.5898 million shares, INFRONEER Holdings will proceed withe the squeeze-out procedures to become the sole shareholder of Sumitomo Mitsui Construction Co.,Ltd.
