Envipro Holdings Inc. (TSE : 5698) made an tender offer to acquire Nitto Kako Co.,Ltd. (TSE : 5104) from Osaka Soda Co., Ltd. (TSE:4046) and others for ¥1.9 billion on February 10, 2023. Under terms of transaction, Envipro Holdings will acquire 3.8 million shares at ¥490 per common share. Envipro Holdings will use own funds to funds the transaction.

In conducting the Tender Offer, the Tender Offeror has entered into a tender offer agreement with Osaka Soda Co., Ltd., the largest and major shareholder and other related company of the Target Company (number of Target Company shares held: 1,200,000; shareholding ratio: 31.27%), dated today, pursuant to which Osaka Soda Co., Ltd. will tender all of its Target Company shares to the Tender Offer. Tender Offeror intends to make the Target Company a wholly owned subsidiary of the Tender Offeror through the Tender Offer, it has set the lower limit of shares sought for purchase at 2,558,300 shares (shareholding ratio: 66.67%). If the takeover bid is completed with the bidder acquiring 90% or more of the total voting rights of the Company, the bidder will demand the sale of all the remaining shares.

Tender offer commence from February 13, 2023 to March 28, 2023. Commencement date of settlement will be April 4, 2023. Nimbus Associates Inc. and Shibata, Suzuki & Nakada acted as financial and legal advisor to Envipro Holdings.

Nihon M&A Center and Hayabusa Asuka Law Offices acted as financial and legally advisor to Nitto Kako. CPA Partners, LLC and Shibata, Suzuki & Nakada acted as due diligence provider to Envipro Holdings Inc.