Nippon Telegraph and Telephone Corporation (TSE:9432) made an offer to acquire the remaining 33.8% stake in NTT DOCOMO, INC. (TSE:9437) for ¥4.3 trillion on September 25, 2020. Under the terms, Nippon Telegraph and Telephone will acquire the remaining shares under a tender offer for ¥3,900 per share. Nippon Telegraph and Telephone already owns 2.14 billion shares in Docomo. The Offeror will accept only tenders of the shares of the Common Stock, and not tenders of the ADSs themselves, in the transaction, but rather tenders of shares of the Common Stock represented by ADSs. The Offeror therefore asked that the holders of ADSs who wish to tender in the Tender Offer surrender their ADSs to the Depositary Bank and withdraw the shares of the Common Stock represented by them. The transaction will be funded through a loan of ¥4.3 trillion from various financial institutions. Post completion of the offer Docomo will become a wholly owned subsidiary of Nippon Telegraph and Telephone. After the transaction, the Offeror intends to continue management to further increase the corporate value of Docomo and enhance its business by fully leveraging the business characteristics and strengths of Docomo. If, as a result of the successful completion of the Tender Offer, the total number of voting rights in DOCOMO owned by the Offeror becomes 90% or more of the voting rights of all holders of Common Stock, the Offeror intends to Demand for Share Cash-Out of the remaining shares. The transaction is subject to minimum tender of 14.7 million shares. The offer was unanimously recommended to the shareholders by the board of DOCOMO. DOCOMO set up a special committee to review the offer consisting of Masaaki Shintaku, Shin Kikuchi and Eiko Tsujiyama. As of September 30, 2020, Japan Fair Trade Commission's Secretary General Shuichi Sugahisa has given approval to the transaction. The offer will commence on September 30, 2020 and remain open till November 16, 2020. The full buyout is expected to be finalised by the end of the fiscal year in March.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor, Mori Hamada & Matsumoto, Hibiya Sogo Law Offices and Toshiro Mochizuki of Shearman & Sterling acted as legal advisors, and Deloitte Tohmatsu Financial Advisory LLC and Nomura Securities Co., Ltd. acted as fairness opinion providers for Nippon Telegraph and Telephone. Nomura Securities Co., Ltd. acted as financial advisor and fairness opinion provider and Nakamura, Tsunoda & Matsumoto acted as legal advisor for DOCOMO. Nishimura & Asahi acted as legal advisor and Plutus Consulting Co., Ltd. acted as financial advisor and fairness opinion provider for the special committee of DOCOMO. Hiroshi Sarumida, Kei Kato, Richard Smith and Harry Clark of Orrick, Herrington & Sutcliffe LLP acted as legal advisors for DOCOMO.

Nippon Telegraph and Telephone Corporation (TSE:9432) completed the acquisition of remaining 33.8% stake in NTT DOCOMO, INC. (TSE:9437) on November 16, 2020. Total 815.02 million shares were tendered during the offer period and to make NTT DOCOMO as wholly-owned subsidiary, the rest of the shares will be purchased as stated in the public notice of the commencement of the tender offer. The settlement will be done on November 24, 2020. The Extraordinary Shareholders' Meeting was cancelled.