Mitsui & Co., Ltd. (TSE:8031) made a tender offer to acquire remaining 63.4% stake in Relia, Inc. (TSE:4708) from Central Security Patrols Co., Ltd. (TSE:9740) and others for ¥60.3 billion on January 11, 2023. Under the terms of transaction, Mitsui & Co agree to acquire 41.1 milion shares of Relia at a price of ¥1,465 per share. Mitsui & Co. intends to raise funds for settlement of the tender offer by receiving investment from the Company by way of third-party allotment by the business day immediately preceding the commencement date of settlement of the Tender Offer. Post completion, Mitsui & Co is to make the Relia, Inc a wholly owned subsidiary and Mitsui & Co will consummate an absorption-type merger wherein the Relia is to be the surviving company and the Offeror is to be the absorbed company. In Related transaction, Mitsui & Co., Ltd signed a basic agreement with KDDI CORPORATION for the purpose of realizing a business integration based on a spirit of equality of Relia, so that KDDI and Mitsui will respectively hold 51.0% and 49.0% of the voting rights of the Integrated Company.

The tender offer is subject to the receipt of the approval of the competition authorities of Japan (the "Antimonopoly Act"), and the competition laws and other similar laws of China, South Korea, France, the Philippines, and Vietnam to implement the transactions to achieve the Business Integration. A unanimous resolution to approve the tender offer has been adopted by all of the directors of the Relia. The Board of Relia will recommend the shareholders to tender in the offer. A Special Committee was formed for background, purposes, and decision-making process leading to the implementation of the Tender Offer by the Offeror and Special Committee approved the same. Mitsui & Co has set the minimum number of tendered shares to be purchased in the Tender Offer at 19,518,200 shares (Shareholding Ratio: 30.10%), if the Offeror fails to acquire all of the Relia's Stock (excluding the treasury shares held by the Relia), the Offeror or the Company will implement a series of "Squeeze-out Procedure" to allow the Offeror Parties to own all of the Relia's Stock. Central Security Patrols Co., Ltd. (TSE:9740) has entered into an agreement to tender all of its 6,193,344 shares in the tender offer.

The tender offer is intended to be commenced around March 2023 and expected to be completed by late June 2023. As of March 31, 2023, the tender offer is expected to commence in May, 2023. As of May 29, 2023, all of the Conditions Precedent have been fulfilled without being waived, The tender offer commenced on May 30, 2023. SMBC Nikko Securities Inc and Mori Hamada & Matsumoto LPC acted as Financial and legal advisor to Relia whereas Anderson Mori & Tomotsune LPC and Nomura Securities Co., Ltd. acted as Financial and legal advisor to Mitsui & Co in transaction. Tatsuya Tanigawa and Yoshito Wakabayashi of Nishimura & Asahi acted as legal advisor to KDDI Corporation.