Y&G Limited made an offer to acquire remaining 78% stake in EPS Holdings, Inc. (TSE:4282) from Suzuken Co., Ltd. (TSE:9987), Medical System Network Co., Ltd. (TSE:4350) and others for ¥62.2 billion on May 27, 2021. Under the terms, Y&G Limited made offer to acquire remaining 34,753,934 shares of EPS at ¥1,800 per share. the lower limit of this offer is 20,022,368 EPS shares.

Y&G Limited holds 9,744,000 shares, representing 22% stake in EPS as of May 27, 2021 and it made this offer to make EPS, a wholly owned subsidiary. Medical System Network will sell 0.95 million shares of EPS and is expected to generate an extraordinary profit of ¥112 million. The Transaction constitutes a management buy-out as Y&G is wholly owned by Hao Yan, who is the representative Director of EPS.

Yan is expected to continue managing the Company after the Transaction. Y&G agrees in the Shareholders Agreement (as defined below) to tender the Y&G Tendered Shares (as defined below) in order to procure funds for repayment of its borrowings. The offer starts from May 28, 2021 to July 8, 2021.

The Tender Offeror intends to cover the funds required for the settlement of the Tender Offer by borrowing from MUFG Bank, Ltd. and issuance of corporate bonds of the Company to be purchased by Suzuken amounting to ¥2.9 billion. The resolution of the Board of Directors was made on the premise that the shares of EPS will be delisted due to this offer and a series of subsequent procedures. Mizuho Securities Co., Ltd. acted as fairness opinion provider and financial advisor, TMI Associates acted as legal advisor to EPS.

Mitsubishi UFJ Morgan Stanley Securities acted as financial advisor to Y&G Limited.