Nippon Telegraph and Telephone Corporation (TSE:9432) proposed to acquire remaining 42.27% stake in NTT DATA Group Corporation (TSE:9613) from a group of shareholders for ¥2.4 trillion on May 8, 2025. A cash consideration valued at ¥4000 per share will be paid by Nippon Telegraph and Telephone Corporation. Upon completion, Nippon Telegraph and Telephone Corporation will own 100% stake in NTT DATA Group Corporation. The transaction will be financed through bridge loans of ¥2.37 trillion.

The minimum number of shares to be purchased is set at 125,314,700 shares. NTT DATA Group Corporation board express its opinion in favor of the Tender Offer and to recommend that the shareholders to tender their shares. The Board of Directors of NTT DATA Group Corporation formed a special committee for the transaction.

The offer commences on May 9, 2025, and ends on June 19, 2025.

If Nippon Telegraph and Telephone Corporation is unable to acquire all of the NTT DATA Group Corporation through the Tender Offer, Nippon Telegraph and Telephone Corporation intends to conduct a series of procedures to become the sole shareholder of NTT DATA Group (the ?Squeeze-Out Procedures?). NTT DATA Group has also reached the conclusion that the NTT DATA Group is going private through the Transaction.

Daiwa Securities Capital Markets Co. Ltd. acted as fairness opinion provider for NTT DATA Group Corporation. Nakamura, Tsunoda & Matsumoto acted as legal advisor for NTT DATA Group Corporation. Nagashima Ohno & Tsunematsu acted as legal advisor for NTT DATA Group Corporation. Daiwa Securities Capital Markets Co. Ltd. acted as financial advisor for NTT DATA Group Corporation. Nishimura & Asahi acted as legal advisor for NTT DATA Group Corporation. Plutus Consulting Co., Ltd. acted as financial advisor for NTT DATA Group Corporation. Plutus Consulting Co., Ltd. acted as fairness opinion provider for NTT DATA Group Corporation. Nomura Securities Co., Ltd. acted as financial advisor for Nippon Telegraph and Telephone Corporation. Nomura Securities Co., Ltd. acted as fairness opinion provider for Nippon Telegraph and Telephone Corporation. Minoru Sawaguchi, Akira Matsushita, Yohsuke Higashi and Shimpei Ochi of Mori Hamada has advised NTT on its acquisition of NTT Data Group. Masahisa Ikeda, Toshiro Mochizuki of Allen Overy Shearman Sterling US LLP acted as legal advisor to Nippon Telegraph and Telephone Corporation (TSE:9432).