Shin-Etsu Chemical Co., Ltd. (TSE:4063) made an offer to acquire 56.1% stake in Mimasu Semiconductor Industry Co., Ltd. (TSE:8155) from a group share of shareholders for ¥66.7 billion on April 24, 2024. The shares will be tendered for ¥3,700 per common share. Shin-Etsu plans to purchase a minimum of 7.7 million Mimasu shares (representing 23.91% of the outstanding shares) through the Tender Offer.

If the total number of shares tendered in response to the Tender Offer ) is less than the minimum number of shares to be purchased Shin-Etsu will purchase none of the Tendered Shares. As of today, Shin-Etsu directly owns 13.7 million shares (representing 42.75% of outstanding shares) and indirectly owns, through a subsidiary, an additional 0.4 million shares (representing 1.12% of outstanding shares) for a total of 14 million shares (representing 43.87% of outstanding shares). The purpose of the Tender Offer is to make Mimasu a wholly-owned subsidiary of Shin-Etsu.

Shin-Etsu plans to implement the Squeeze-out Procedures after the successful completion of the Tender Offer. Mimasu has established an independent special committee and will obtain a report from the special committee. As of April 25, 2024, the Board of Directors of Mimasu Semiconductor expressed its opinion as of today in support of the Tender Offer.

The transaction is conditional upon resolution in support of and recommending the tender has been passed at the Mimasu's board of directors meeting, the special committee established by the Target Company has submitted a positive report recommending support, no events have occurred that will have a material adverse effect on the financial condition of Mimasu, no petition, suit or proceeding is pending with a judicial or administrative agency and there are no undisclosed material facts. The tender offer will commence in late July 2024. Kashiwagi Sogo Law Offices acted as the legal advisor and Daiwa Securities Co.

Ltd. acted as the financial advisor to Shin-Etsu Chemical Co., Ltd. (TSE:4063). TMI Associates acted as the legal advisor and Deloitte Tohmatsu Financial Advisory LLC acted as the financial advisor to Mimasu Semiconductor Industry Co., Ltd. and the special committee.