KDDI Corporation (TSE:9433) made an offer to acquire 47.07% stake in kabu.com Securities Co., Ltd. (TSE:8703) from a group of sellers for ¥87.7 billion on February 12, 2019. Under the terms of the offer, KDDI intends to acquire 156.9 million shares of kabu.com Securities at ¥559 per share. As part of the offer, MUFG Bank, Ltd. has entered into an agreement to tender its shares in the offer. Post completion, KDDI will own 47.1% stake in kabu.com Securities. Pursuant to the completion, Mitsubishi UFJ Securities Holdings Co., Ltd, Mitsubishi UFJ Securities Holdings Co., Ltd and kabu.com Securities have agreed to change the trade name of kabu.com Securities to au kabucom Securities Co., Ltd. as of a day before March 31, 2020. Post completion, kabu.com Securities will have seven Directors of which Mitsubishi UFJ Securities Holdings Co., Ltd. will appoint four and KDDi will appoint three. kabu.com Securities will have two representative directors, of which Mitsubishi UFJ Securities Holdings Co., Ltd will appoint the representative director and president and KDDI will appoint the representative director and vice president. KDDI plans to delist kabu.com Securities upon successful completion of tender offer and plans to cooperate in squeeze out.

The offer is subject to a minimum acceptance of 45.8 million shares of kabu.com and if the total number of the share certificates tendered falls short of the lower limit on the number of shares to be purchased, KDDI will not purchase all of the tendered shares. Transaction is subject to the approval by European Commission. kabu.com Securities has formed an independent special committee comprising of Taku Nomiya, Yasuhiro Yoshida and Fuminari Hako to evaluate the offer. The Board of kabu.com Securities recommends the shareholders to tender the shares in the offer. As of March 18, 2019, European Commission has approved the transaction. The offer will commence by late April 2019. As on April 24, 2019, the tender offer was commenced and the tender offer expiration date is June 13, 2019. As per the update on April 25, 2019, the Board of Directors of kabu.com Securities Co., Ltd. recommend the shareholders in the favor of the tender offer. Plutus Consulting Co., Ltd. acted as financial advisor and Mori Hamada & Matsumoto LPC acted as legal advisor for kabu.com Securities Co., Ltd. Ernst & Young Transaction Advisory Services Co. Ltd. acted as financial advisor for KDDI Corporation. Mitsubishi UFJ Morgan Stanley Securities acted as financial advisor to kabu.com Securities Co., Ltd. Daiwa Securities Group Inc. acted as a financial advisor to KDDI Corporation.

KDDI Corporation (TSE:9433) completed the acquisition of 37.96% stake in kabu.com Securities Co., Ltd. (TSE:8703) from a group of sellers for ¥70.7 billion on June 13, 2019. the total number of shares tendered (126. 5 million shares) is equal to or more than the lower limit (45.75 million shares) of the number to be purchased. The settlement start date shall be June 20, 2019. kabu.com Securities Co., Ltd. shares will be delisted following the prescribed procedures in accordance with the delisting criteria of the Tokyo Stock Exchange.