Resona Holdings, Inc. (TSE:8308) made a tender offer to acquire an additional 35.4% stake in Kansai Mirai Financial Group, Inc. (TSE:7321) from Sumitomo Mitsui Banking Corporation and others for approximately ¥66 billion on November 10, 2020. Resona Holdings, Inc. will acquire 131.9 million shares and pay ¥500 per share. A simplified share exchange will be conducted for the shares that have not been tendered in the Tender Offer with share exchange ratio 1.42.

Resona Holdings intends to make Kansai Mirai Financial Group as it's wholly owned subsidiary. The minimum number of shares to be purchased in the Tender Offer is set at 29.4 million shares. Sumitomo Mitsui Banking Corporation will sell 7.9% stake.

If the total number of shares, etc. tendered in the Tender Offer is less than the minimum number to be purchased, the Tender Offeror will not purchase all of the Tendered Shares. If the total number of shares, etc.

tendered in the Tender Offer is equal to or more than the minimum number to be purchased, the Tender Offeror will purchase all of the Tendered Shares. The offer will run from November 11, 2020 to December 9, 2020. The share exchange will be effective April 1, 2021.

BofA Securities Japan Co., Ltd. acted as financial advisor and Nishimura & Asahi acted as legal advisor for Resona Holdings, Inc. Nomura Securities Co., Ltd. acted as financial advisor and Kitahama Partners acted as legal advisor and due diligence provider for Kansai Mirai Financial Group, Inc. and special committee of Kansai Mirai Financial Group, Inc. Frontier Management, Inc. acted as financial advisor to the special committee of Kansai Mirai Financial Group, Inc. PwC Advisory LLC and PwC Tax Japan provided financial/accounting due diligence advisor for Kansai Mirai Financial Group, Inc. Daiwa Securities Co. Ltd acted as tender offer agent.