SCSK Corporation (TSE:9719) made an offer to acquire remaining 89.6% stake in Minori Solutions Co., Ltd. (TSE:3822) from Mitsubishi Research Institute DCS Co., Ltd., Flight Y.K., Shingo Nagasawa, Masamori Takizawa and others for ¥20.8 billion in mid-April 2019. SCSK will acquire 7.71 million shares and pay ¥2700 per share. SCSK currently holds 0.9 million shares in Minori representing 10.5% stake. Mitsubishi Research Institute DCS Co., Ltd., Flight Y.K., Shingo Nagasawa and Masamori Takizawa holding 16.01%, 4.04%, 10.54% and 7.9% stakes respectively in Minori, entered into agreements with SCKS to tender their shares in the offer. SCSK aims to make Minori a wholly owned subsidiary and if it fails to acquire all of the shares through the offer, it intends to acquire all of Minori shares by implementing the series of procedures designed to make SCSK the sole shareholder of Minori. SCSK will subsequently unify the business operation of Minori and SCSK. Depending on the result of the offer Minori may be delisted from Tokyo Stock Exchange.

SCSK has set the minimum number of shares to be purchased to 4.84 million shares. If SCSK acquired more than 90% stake in Minori it will request all shareholder who did not accept the offer to sell their shares to SCSK. SCSK Board resolved the transaction on October 30, 2019. On October 30, 2019, Board of Minori unanimously resolved and approved to express its opinion in favor of the offer and to recommend that shareholders accept the offer. Minori establishes a special committee comprising of Shinichi Koyam, Akira Nishida and Yoshihiko Terada to ensure fairness of the offer. The offer will be open from October 31, 2019 to December 12, 2019. Daiwa Securities Co. Ltd. acted as financial adviser and Nishimura & Asahi acted as legal advisor for SCSK in the transaction. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial adviser and TMI Associates acted as legal adviser for Minori.