Arcland Sakamoto Co.,Ltd. (TSE:9842) made an offer to acquire 45.45% stake in Lixil Viva Corporation (TSE:3564) from group of shareholders for ¥51.9 billion on June 9, 2020. Under the terms of transaction, Arcland Sakamoto will pay ¥2600 price per share in cash. As per the terms of transaction, LIXIL Group Corporation (TSE:5938) has signed a memorandum with Arcland Sakamoto Co., for a cash tender offer scheduled to be conducted by Arcland Sakamoto for the common shares of LIXIL VIVA, a share consolidation of the common shares of LIXIL VIVA, and a transfer of the shares held by LIXIL Group via a buy-back by LIXIL VIVA. Arcland Sakamoto has decided to make a loan up to a ¥109.6 billion from Sumitomo Mitsui Banking Corporation to finance the transaction. Post completion, LIXIL VIVA will become a wholly owned subsidiary of Arcland Sakamoto. Post completion, Lixil Viva Corporation shares will be delisted.

Transaction is subject to approval of separate transaction, approval of all Directors (including Audit and Supervisory Committee members), minimum tender of 12.12% of the planned number of shares to be purchased and delisting of shares on Tokyo Stock Exchange. Board resolution was dated on June 9, 2020. A special committee was established by LIXIL VIVA for the transaction. Tender offer is expected to be close on July 21, 2020. Takai & Partners acted as legal advisor and Frontier Management Inc. (TSE:7038) acted as financial advisor to Lixil Viva Corporation while Nishimura & Asahi acted a legal advisor and Greenhill & Co. Japan Ltd. acted as financial advisor for Arcland Sakamoto in the transaction. Nomura Securities Co., Ltd. acted as tender offer agent for Arcland Sakamoto. Mitsuhiro Kamiya of of Skadden's Tokyo office acted as legal advisor to Greenhill & Co. Japan Ltd. Nomura Securities Co., Ltd acted as tender offer agent in the transaction. Ken Lebrun of Davis Polk & Wardwell LLP acted as legal advisor to Arcland Sakamoto Co.,Ltd. (TSE:9842) in transaction.

Arcland Sakamoto Co.,Ltd. (TSE:9842) completed the acquisition of 45.45% stake in Lixil Viva Corporation (TSE:3564) from group of shareholders on July 21, 2020. The share transfer is to be conducted in November 2020.