Honda Motor Co., Ltd. (TSE:7267) made an offer to acquire remaining 66.5% stake in SHOWA Corporation (TSE:7274) for approximately ¥120 billion on October 30, 2019. As per terms, 50.5 million shares will be acquired. Honda Motor Co., Ltd. will acquire remaining shares at ¥2300 per share. In related transactions, Honda made offers to acquire remaining stakes of Keihin Corporation and Nissin Kogyo Co. Honda currently holds 33.5% stake and post completion will make SHOWA a wholly owned subsidiary. When the offer is completed, if Honda Motor Co., Ltd has not succeeded in acquiring all the shares of the SHOWA through the offer, then the Tender Offeror will take measures necessary to make the Target Company its wholly-owned subsidiary by means of demand for cash-out or share consolidation.

Minimum Number of Shares to be purchased under the offer are 25.19 million. Transaction is subject to certain conditions including obtaining permits and license from the respective countries relevant authorities or by competition authorities, an agreement for the transfer of all Honda Cars SAITAMAKITA shares by the Company has been concluded and published. The Board of Directors of SHOWA Corporation have obtained a written report from a special committee established as an advisory body; and by a unanimous vote of all Directors who participated in the resolution held today, they expressed their opinion as of today to support the offer and resolved to recommend to the shareholders of SHOWA Corporation to tender in the offer. If Honda cannot obtain all ordinary shares of SHOWA Corporation that the Tender Offer has been completed for, then Honda is scheduled to implement a series of procedures to make Honda the sole shareholder of shares of SHOWA Corporation. If the aggregate number of the tendered shares does not reach the minimum number of shares to be purchased, none of the tendered shares will be purchased. On August 26, 2020, Honda Motor Co., Ltd confirmed that all of the Conditions Precedent, including obtaining the permits and licenses, etc., from the respective countries' relevant authorities, have been satisfied and that the conditions to commence the tender offer have been fulfilled. On September 1, 2020, at the Board of Directors' meeting it was resolved again to support the Tender Offer and to recommend that its shareholders tender their shares. The tender offer is open for acceptances from September 2, 2020 to October 15, 2020.

Nomura Securities Co., Ltd. and Nishimura & Asahi acted as financial and legal advisors to Honda Motor Co., Ltd. respectively. SMBC Nikko Securities Inc. acted as financial advisor while Nagashima Ohno & Tsunematsu as legal advisor to SHOWA Corporation respectively. Keiji Hatano of Sullivan & Cromwell LLP acted as legal advisor for Honda.

Honda Motor Co., Ltd. (TSE:7267) completed the acquisition of additional 58.6% stake in SHOWA Corporation (TSE:7274) for approximately ¥100 billion on October 15, 2020. As per terms, 44.5 million shares have been tendered and post completion, Honda Motor Co., Ltd. holds 92.1% stake in SHOWA. Honda Motor will acquire all the remaining shares of SHOWA and will delist SHOWA on November 11, 2020.