Announcement • Jul 23
NSSK III (United) Investment LP managed by Nippon Sangyo Suishin Kiko Ltd. completed the acquisition of 92.8% stake With us Corporation (TSE:9696) from Global ESG Strategy, Global ESG Strategy 2 managed by Swiss-Asia Financial Services Pte Ltd, Kazuaki Horikawa, Hint and Hit Co., Ltd., Naoto Horikawa, Akito Horikawa, Misako Horikawa and Ichishin Holdings Co.,Ltd. (TSE:4645) and others for ¥ 27.2 billion.
NSSK III (United) Investment LP managed by Nippon Sangyo Suishin Kiko Ltd. proposed to acquire With us Corporation (TSE:9696) from Global ESG Strategy, Global ESG Strategy 2 managed by Swiss-Asia Financial Services Pte Ltd, Kazuaki Horikawa, Hint and Hit Co., Ltd., Naoto Horikawa, Akito Horikawa, Misako Horikawa and Ichishin Holdings Co.,Ltd. (TSE:4645) and others for ¥29.2 billion on June 9, 2025. A cash consideration of ¥861 valued at ¥1 per stock acquisition right and 9.04 million shares valued at ¥3,237 per share will be paid by NSSK III (United) Investment LP and Nippon Sangyo Suishin Kiko Ltd. With us Corporation will be wholly owned subsidiary of Nippon Sangyo Suishin Kiko Ltd. after the completion of transaction.
The Board of Directors of With us Corporation formed a special committee of Junko Osawa, Masaaki Takano, Keiko Naruse, and Jun Kinoshita for the transaction. Board of With us Corporation has recommended to shareholders to apply for tender offer. The transaction is subject to minimum tender of 5.95 million shares. The tender offer will open on June 10, 2025 and will expire on June 22, 2025. The Settlement will commence on July 30, 2025. NSSK III (United) Investment LP plans to raise the funds required for the Tender Offer from NSSK 3 Investment L.P. and NSSK III (INTL) Investment L.P., which are managed by Nippon Sangyo Suishin Kiko Ltd. As of June 13, 2025, NSSK III (United) Investment LP managed by Nippon Sangyo Suishin Kiko Ltd. will amend the contents of the public notice of the commencement of the Tender Offer. Please note that this amendment does not constitute an amendment to the purchase terms, etc. As of June 25, 2025, Meiko Network Japan announced to sell a 267,900 shares.
Nishimura & Asahi acted as legal advisor for special committee formed by With us Corporation. TMI Associates acted as legal advisor for With us Corporation. Nomura Securities Co., Ltd. acted as financial advisor for With us Corporation. Nagashima Ohno & Tsunematsu acted as legal advisor for Nippon Sangyo Suishin Kiko Ltd. Deloitte Touche Tohmatsu LLC acted as accountant for Nippon Sangyo Suishin Kiko Ltd. SMBC Nikko Securities Inc. acted as financial advisor for Nippon Sangyo Suishin Kiko Ltd. SMBC Nikko Securities Inc. acted as tender offer agent.
NSSK III (United) Investment LP managed by Nippon Sangyo Suishin Kiko Ltd. completed the acquisition of 92.8% stake With us Corporation (TSE:9696) from Global ESG Strategy, Global ESG Strategy 2 managed by Swiss-Asia Financial Services Pte Ltd, Kazuaki Horikawa, Hint and Hit Co., Ltd., Naoto Horikawa, Akito Horikawa, Misako Horikawa and Ichishin Holdings Co.,Ltd. (TSE:4645) and others for ¥ 27.2 billion on July 22,2025.