Yahoo Japan Corporation (TSE:4689) made an offer to acquire additional 49% stake in eBOOK Initiative Japan CO.,LTD. (TSE:3658) for approximately ¥2.1 billion on June 9, 2016. Under the terms, offer per share is ¥850 and the maximum number of shares to be acquired is approximately 2.4 million representing 49% and the minimum number of shares to be acquired is 0.99 million i.e. 20%. According to terms, if the aggregate number of the tendered share certificates does not fulfill the minimum number of shares to be acquired, the company will not purchase any of the tendered share certificates. If the aggregate number of the tendered share certificates exceeds the maximum number of shares to be acquired, all or part of the excess tendered share certificates will not be acquired, and the transfer and other settlements relating to the purchase of the shares will be conducted under the pro rata method in Article 27-13 (5) of the Act and Article 32 of the Cabinet Office Ordinance. Yahoo Japan will not purchase the eBOOK Initiative Japan's treasury shares through the Tender Offer. Pursuant to acquisition, Yahoo Japan will maintain the listing of eBOOK Initiative Japan Shares; maintain the trading name of eBOOK Initiative Japan for the time being; and maintain the name of “eBookJapan” provided by eBOOK Initiative Japan. Further, Yahoo Japan intends to appoint four directors of eBOOK Initiative Japan. With regard to the three directors of eBOOK Initiative Japan, the current President and Chief Executive Officer Hitoshi Koide and two other current directors shall remain in their roles in eBOOK Initiative Japan after the completion of the Transaction. The total number of directors of eBOOK Initiative Japan is expected to be seven. Also, the total number of auditors of eBOOK Initiative Japan is expected to be three.

In order to obtain an opinion regarding the allocation of new shares to third parties, eBOOK Initiative Japan CO. has appointed an independent third party committee constituted by Mr. Hitoshi Ito of Abe Ikubo & Katayama law firm, Mr. Shinichiro Sakagami of Sakagami Shinichiro Certified Accountant Firm and Ms. Michiko Ashizawa, associated professor at Yokohama City University, International College of Arts and Science to request an opinion regarding the necessity and reasonability of the allocation of new shares to third parties. The tender offer will commence from June 10, 2016 to July 22, 2016. The transaction is expected to be settled on July 29, 2016. As of July 22, 2016, the teder offer period was changed from June 10, 2016 to August 15, 2016. The payment date has been changed to August 22, 2016 from July 29, 2016. The deal has been unanimously approved by eBOOK Initiative Japan directors and is now subject to shareholders' approval in their meeting. Daiwa Securities Co., Ltd. acted as a financial advisor to Yahoo Japan Corporation. KPMG FAS Co., Ltd. acted as independent expert and Anderson Mori & Tomotsune LPC acted legal advisor to eBOOK Initiative Japan CO., LTD.

As of August 12, 2016, the purchase price is changed to ¥1150 per share. Also the purchase date is changed to August 29, 2016 from August 15, 2016. The settlement date is now changed from August 22, 2016 to September 5, 2016. The consideration is now changed to ¥2.8 billion.

Yahoo Japan Corporation (TSE:4689) completed the acquisition of 46.7% stake in eBOOK Initiative Japan CO.,LTD. (TSE:3658) for ¥2.7 billion on August 29, 2016. Under the offer, 2.32 million shares were tendered.