Bain Capital, LP made an offer to acquire Showa Aircraft Industry Co., Ltd. (TSE:7404) from a group of shareholders for ¥69.4 billion on January 23, 2020. Mitsui E&S Holdings Co., Ltd. (TSE:7003) has agreed to tender the shares (total 21.4 million shares, 65.53% ownership) in the Tender Offer. The purchase price is ¥2,129 per share of Showa Aircraft. The purpose of the Tender Offer is to make the Offeror's shares private by acquiring all of the Offeror's shares. The Showa Aircraft will become wholly owned subsidiary of Bain Capital. The Offeror will finance the settlement required for the Tender Offer by borrowing from Sumitomo Mitsui Banking Corporation and investment from BCPE Planet Holdings Cayman, L.P. Subject to the completion of the Tender Offer, etc., the Bank will receive the Bank Loan and the Investment by the business day prior to the commencement date of the settlement related to the Tender Offer. Tender Offeror has set 21.4 million shares (66.67% ownership) as the lower limit of the planned number of shares to be purchased, and the total number of shares, etc. sold in accordance with the Tender Offer. If is less than the lower limit of the number of shares to be purchased, Bain Capital will not purchase all of the tendered stocks. A resolution was made at Showa Aircraft's Board of Directors' opinion to support the Tender Offer, and the resolution has not been revoked, as well as a special committee established by Showa Aircraft's Board of Directors has responded to Showa Aircraft's Board of Directors with an opinion stating that the transaction is not disadvantageous to Showa Aircraft's minority shareholders, and the report has not been withdrawn. It may be delisted afterwards. After delisting, the shares of Showa Aircraft cannot be traded on the Tokyo Stock Exchange. A special committee has been formed to look into the transaction.

The Tender Offer is scheduled from February 10, 2020 to March 10, 2020, provided that the conditions are satisfied and the Settlement start date is March 17, 2020. Nakamura, Tsunoda & Matsumoto acted as legal advisor to ensure the fairness of the transaction while Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and au Kabucom Securities Co., Ltd. acted as tender offer agents for Showa Aircraft Industry. Nomura Securities Co., Ltd. acted as financial advisor while Mori Hamada & Matsumoto LPC acted as legal advisor for Mitsui E&S Holdings Co., Ltd. (TSE:7003). SMBC Nikko Securities Co., Ltd., acted as financial adviser to Showa Aircraft Industry Co., Ltd. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor to Bain Capital, LP.

Bain Capital, LP completed the acquisition of Showa Aircraft Industry Co., Ltd. (TSE:7404) from a group of shareholders on March 10, 2020. Bain Capital has tendered the tender offer for 30.153 million shares and received a report stating that all of them had been acquired. Tsuyoshi Imai, Ben Morris, Kaori Fukazawa, paralegals Nao Omoto and Elena Hikage of Ropes & Gray LLP acted as legal advisors to Bain Capital, LP.