Mitsubishi Chemical Holdings Corporation made an offer to acquire remaining 43.61% stake in Mitsubishi Tanabe Pharma Corporation for approximately ¥490 billion.
November 17, 2019
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Mitsubishi Chemical Holdings Corporation (TSE:4188) made an offer to acquire remaining 43.61% stake in Mitsubishi Tanabe Pharma Corporation (TSE:4508) for approximately ¥440 billion on October 9, 2019. The consideration will be paid in cash. Mitsubishi Chemical offered ¥1800 for each share. On October 18, 2019, Mitsubishi Chemical increased the offer per share to ¥1850. On October 29, 2019, Mitsubishi Chemical increased the offer per share to ¥1940. On October 31, 2019, Mitsubishi Chemical increased the offer per share to ¥2010. Mitsubishi Chemical has set 57.7 million shares as the minimum number of the shares to be purchased. On completion, Mitsubishi Tanabe will become a wholly owned subsidiary of Mitsubishi Chemical. If Mitsubishi Chemical owns 90% or more of the shares on completion, Mitsubishi Chemical plans to demand that all shareholders to sell their shares at a price equal to the tender offer price. Mitsubishi Chemical plans to procure funds for the aggregate tender offer price by borrowing from MUFG Bank Ltd. As of November 18, 2019, Mitsubishi Tanabe Pharma Corporation plans to continues its employees agreements for the time being.
If the total number of the shares tendered in the tender is less than such minimum number Mitsubishi Chemical will not purchase any of tendered share. The board of directors of the Mitsubishi Tanabe Pharma resolved at its meeting held on November 19 to express its opinion in support of the tender offer and unanimously recommend that the shareholders tender the share in the tender offer. The Board of Directors of Mitsubishi Chemical Holdings Corporation resolved the transaction on November 18, 2019. Mitsubishi Tanabe Pharma has formed an Independent Special Committee to review the offer. The tender offer period will be from November 19, 2019 to January 7, 2020.
JPMorgan Securities Japan Co., Ltd. acted as the financial advisor and Nagashima Ohno and Tsunematsu acted as the legal advisor to Mitsubishi Chemical. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as the tender offer agent. Mori Hamada & Matsumoto acted as the legal advisor and KPMG FAS Co., Ltd. acted as the financial advisor to the Independent Special Committee. Merrill Lynch Japan Securities Co., Ltd. and Nomura Holdings, Inc. acted as the financial advisor to Mitsubishi Tanabe Pharma. Ken Lebrun of Davis Polk & Wardwell, LLP acted as legal advisor to BofA Securities Japan Co., Ltd.
Mitsubishi Chemical Group Corporation (formerly Mitsubishi Chemical Holdings Corporation) is a holding company organized around 5 groups of products:
- petrochemical products (32.4% of net sales): ethylene, propylene, benzene, coke, ether, etc.;
- performance chemicals and materials (28.6%): performance polymers, food ingredients, polyester films, polyvinyl alcohol-based films, water treatment products, carbon fibres and composite materials, etc.;
- industrial gases (23.9%);
- healthcare products and equipment (10.1%): pharmaceutical products, reagents and diagnostic instruments, active pharmaceutical ingredients, pharmaceutical intermediates, etc.;
- other (5%).
Mitsubishi Chemical Holdings Corporation made an offer to acquire remaining 43.61% stake in Mitsubishi Tanabe Pharma Corporation for approximately ¥490 billion.
MITSUBISHI CHEMICAL GROUP CORPORATION 
