JICC-02 Co., Ltd. completed the acquisition of 84.362568% stake in JSR Corporation for approximately ¥760 billion.
April 15, 2024
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JICC-02 Co., Ltd. made a tender offer to acquire JSR Corporation (TSE:4185) for approximately ¥900 billion on June 26, 2023. The offer price per share is ¥4,350 cash per JSR share. Once the tender offer is completed, JSR will be delisted through squeeze out procedures and will be a wholly-owned subsidiary of the offeror. The transaction is subject to minimum tender acceptance of 138,531,400 shares, representing 66.67% stake in JSR. The JSR Board of Directors and Special Committee, consisting of JSR?s independent outside directors unanimously recommended the shareholders to approve the offer. The tender offer is expected to be commenced by late December 2023. As of August 30, 2023. The Offeror has decided to appoint Nomura Securities Co., Ltd. as the tender offer agent for the Tender Offer. As on December 19, 2023, JICC-02 Co., Ltd. anticipates to start the tender offer after late February 2024. As of April 12, 2024, Osaka Organic Chemical Industry Ltd. (TSE : 4187) to tender all of its stake worth ¥706 million.
J.P. Morgan acted as financial advisor to JIC Capital Co., Ltd. in the transaction. Karl Pires, Matthew Readings, Matt Modell and Toshiro Mochizuki of Shearman & Sterling acted as legal advisor to JSR Corporation. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor to JSR Corporation. Ken Lebrun of Davis Polk & Wardwell LLP acted as legal advisor to JICC-02 Co., Ltd. Mizuho Securities Co., Ltd. acted as financial advisor and Anderson Mori & Tomotsune LPC acted as legal advisor to JSR Corporation.
JICC-02 Co., Ltd. completed the acquisition of 84.362568% stake in JSR Corporation (TSE:4185) for approximately ¥760 billion on April 16, 2024. Total of 175,272,231 shares were tendered.
JSR Corp mainly conducts digital solutions business, life science business and synthetic resin business. The Company operates in three business segments. The Digital Solution Business manufactures and sells semiconductor materials, display materials and edge computing related products. The Life Science segment is engaged in diagnostic and research reagents and materials, bioprocess materials and drug discovery support services. The Elastomers segment includes synthetic rubbers such as styrene and butadiene rubber, butadiene rubber, and ethylene and propylene rubber, refined processed products, thermoplastic elastomers and processed products, latexes for paper processing, latexes for general industrial use, acrylic emulsions, high-performance dispersants, as well as chemical products such as industrial particles, thermal insulation paint materials, battery materials, and butadiene monomers. The Synthetic Resin segment manufactures and sells acrylonitrile butadiene styrene (ABS) resins.
JSR CORPORATION 
