Nippon Paint Holdings Co., Ltd. (TSE:4612) signed a business transfer agreement to acquire stake in 11 companies from Wuthelam Holdings Ltd., NIPSEA Holdings International Limited, TSI Group Management Limited, Hua Joo Seng Enterprise Bhd and Wuthelam Holdings Pte Ltd. for ¥1.3 trillion on August 21, 2020. As part of the transaction, Nippon Paint Holdings Co., Ltd. will acquire 100% stake in Nipsea Pte. Ltd., additional 49.9% stake in NIPPON PAINT (India) Company Limited, 100% stake in Neave Limited, remaining 49% stake in Nippon Paint Coating (Taiwan) Co., Ltd., remaining 49% stake in Nipsea Chemical Korea Co., Ltd., remaining 49% stake in Nippon Paint (Malaysia) Sdn Bhd, remaining 49% stake in Paint Marketing Company (M) Sdn. Bhd., remaining 49% stake in Nippon Paint Singapore Co. Pte Ltd, remaining 49% stake in Nipsea Technologies Pte Ltd, additional 48.9% stake in Nippon Paint (Thailand) Co., Ltd. and additional 37% stake in Nippon Paint (Sabah) Sdn Bhd. Nippon Paint Holdings Co., Ltd. will pay the consideration by issuing 148.7 million new shares and ¥100,000 million in cash. ¥1,049,649 million is the consideration for the acquisition of the Target JVs, and ¥235,490 million is the consideration for the acquisition of the Indonesia Business. Of the ¥235,490 million to be paid as consideration for acquisition of the Indonesia Business, ¥100,000 million is to be paid in cash. Cash payment will be funded with cash on hand and with external loans. Post transaction, Nippon Paint Holdings Co., Ltd. will hold 100% stake in Nipsea Pte. Ltd., 99.9% stake in NIPPON PAINT (India) Company Limited, 100% stake in Neave Limited, 100% stake in Nippon Paint Coating (Taiwan) Co., Ltd., 100% stake in Nipsea Chemical Korea Co., Ltd., 100% stake in Nippon Paint (Malaysia) Sdn Bhd, 100% stake in Paint Marketing Company (M) Sdn. Bhd., 100% stake in Nippon Paint Singapore Co. Pte Ltd, 100% stake in Nipsea Technologies Pte Ltd, 99.9% stake in Nippon Paint (Thailand) Co., Ltd. and 49% stake in Nippon Paint (Sabah) Sdn Bhd. Post transaction, NIPSEA International Limited will hold 55.1% stake in Nippon paint. Nippon Paint Holdings Co., Ltd. established a special committee consisting of Hisashi Hara, Masayoshi Nakamura and Masataka Mitsuhashi. The deal is subject to receipt of consent from the Overseas Investment Office of Land Information New Zealand, the completion of prior notification procedures with respect to foreign direct investment under the Foreign Exchange and Foreign Trade Act of Japan, the receipt of foreign investment permission from the Investment Commission of the Ministry of Economic Affairs (MOEAIC) of Taiwan. The deal was resolved by Board of Nippon Paint Holdings Co., Ltd. on August 21, 2020. Unanimous approval of all disinterested directors of Nippon Paint was received. Execution date of the acquisition is January 1, 2021. As per announcement of December 28, 2020, approvals from foreign regulatory authorities may not be forthcoming by January 1, 2021, it is anticipated that the closing date of the acquisition will be postponed to a later date in January 2021. Significant EPS accretion expected from year one through JV stake consolidation, coupled with future EPS upside from growth investment in the Indonesia business. Nomura Securities Co., Ltd acted as financial advisor and fairness opinion provider for Nippon Paint Holdings Co., Ltd. Mori Hamada & Matsumoto acted as legal advisor for Nippon Paint. Nagashima Ohno & Tsunematsu acted as legal advisor and Bank of America acted as financial advisor for Wuthelam Group.