DCM Holdings Co., Ltd. (TSE:3050) reached an agreement to acquire Shimachu Co., Ltd. (TSE:8184) for approximately ¥160 billion on September 29, 2020. DCM Holdings offer price to ¥4200 per share. Upper limit of the tender offer is acquisition of all the outstanding shares and lower limit of the tender offer is 19.5 million shares. If the total number of tendered share is less than the lower limit of the planned number of shares to be purchased, all of the tendered share certificates, etc. will not be purchased. When the total number of tendered shares, etc. is equal to or greater than the minimum number of shares to be purchased, all the tendered shares will be purchased. In the tender offer, there is no upper limit on the number of planned purchases, so the planned number of purchases is the tender offer. Shares less than one unit are also subject to the tender offer. In addition, according to the Companies Act, shareholders if the right to request the purchase of shares less than one unit is exercised, the subject will be subject to the procedure of the law during the tender offer period. The transaction will be financed from term loan to be borrowed from Sumitomo Mitsui Banking Corporation. After completion of the tender offer, Shimachu will operate as a subsidiary of DCM Holdings. Shimachu also has agreed to a business integration agreement related to the business integration. DCM Holdings will appoint one Director of Shimachu. As on October 29, 2020, Nitori Holdings Co., Ltd. (TSE:9843) made a competing offer to acquire the remaining 99.99% stake in Shimachu Co., Ltd. (TSE:8184) for approximately ¥210 billion.

Independent special committee has been made to review the transaction. The transaction is subject to minimum tender of 50% shares of Shimachu. The Board of Shimachu unanimously approved and recommended shareholders to tender their shares. As of November 13, 2020, the Board of Shimachu resolved to withdraw and reserve opinions on whether to agree with the tender offer and whether to recommend application for the tender offer. The Board of Shimachu supports the offer from Nitori. The tender offer will start at October 5, 2020 and will end on November 16, 2020. As of November 13, 2020, offer period will end on December 1, 2020. The settlement is expected to be on November 20, 2020. Settlement start date for the tender offer is December 7, 2020. As of November 27, 2020, offer period will end on December 11, 2020 and the settlement date is on December 17, 2020. Nomura Securities Co., Ltd. and Plutus acted as financial advisors and fairness opinion provider to Shimachu. Mori Hamada & Matsumoto LPC acted as legal advisor to the independent special committee of Shimachu. SMBC Nikko Securities Inc. acted as financial advisor to DCM Holdings.

DCM Holdings Co., Ltd. (TSE:3050) cancelled the acquisition of Shimachu Co., Ltd. (TSE:8184) on December 12, 2020.