Nitori Holdings Co., Ltd. (TSE:9843) made an offer to acquire the remaining 99.99% stake in Shimachu Co., Ltd. (TSE:8184) for approximately ¥210 billion on October 29, 2020. Integration agreement between the parties was concluded on November 13, 2020. Under the terms, Nitori will acquire 38.9 million shares at ¥5,500 per share. If Shimachu Co., Ltd on or before the business day preceding the commencement date of the Tender Offer announces dividend payments then the offer price will be adjusted. Nitori will own 100% in Shimachu post completion of the offer. Nitori Holdings Co., Ltd. has obtained the loan certificate dated October 28, 2020 from Mizuho Bank, Ltd. in order to finance the funds for settlement of the Tender Offer. Nitori Holdings Co., Ltd. plans to use the borrowing from Mizuho Bank, Ltd. and its own funds for settlement of the Tender Offer.

The offer is conditional upon acquisition of a minimum 19.5 million shares of Shimachu. The transaction is subject to conditions including the implementation of the Tender Offer does not conflict, in any material respect, with any of the licenses and approvals under applicable laws and regulations or any of the terms and conditions of such licenses and approvals, There has occurred no event that would give rise to a material adverse effect on Shimachu Co., Ltd financial status and DCM Holdings' Tender Offer has not been successfully completed. The offer would be launched after it clears antitrust issues. Shimachu has approved at the meeting of the board of directors that took place on November 13, 2020 the execution of the Management Integration Agreement, and has decided to agree with the Tender Offer, and to recommend the Shimachu's shareholders to tender in the Tender Offer, as well as decided to withdraw the announced approval to, and the opinion recommending to tender in, the DCM Holdings tender offer. On November 12, 2020, the Special Committee of Shimachu issued Fairness Opinion from Plutus that the tender offer price of ¥5,500 yen per share is fair to the minority shareholders from a financial standpoint.

The offer is expected to start by mid-November 2020. As on November 13, 2020, the tender offer will start from November 16, 2020 and will end on December 28, 2020. As per amendment report of November 20, 2020, the tender offer will start from October 5, 2020 and will end on December 1, 2020. The settlement for the tender offer will start from January 6, 2021. Anderson Mori & Tomotsune LPC acted as legal advisor and Daiwa Securities Co. Ltd. acted as financial advisor for Nitori Holdings. Mori Hamada & Matsumoto LPC acted as legal advisor, Plutus Consulting Co., Ltd. acted as fairness opinion provider and Nomura Securities Co., Ltd. acted as financial advisor to Shimachu.

Nitori Holdings Co., Ltd. (TSE:9843) completed the acquisition of remaining 99.99% stake in Shimachu Co., Ltd. (TSE:8184) on December 28, 2020.During the offer period, Nitori Holdings Co., Ltd. acquired additional 30 million shares. The remaining stock will be acquired through compulsory acquisition.