Toray Industries, Inc. (TSE:3402) and Mitsui & Co., Ltd. (TSE:8031) made a tender offer to acquire remaining 34.96% stake in Soda Aromatic Co., Ltd. (JASDAQ:4965) from a group of shareholders for approximately ¥4 billion on May 10, 2017. As reported, Toray Industries and Mitsui & Co. will acquire the remaining 3.5 million Soda Aromatic shares at a tender offer price of ¥1,140 per share. Through this transaction, Toray Industries and Mitsui & Co. assume that Toray will eventually hold a voting rights ownership ratio of 66% of Soda Aromatic, with Mitsui holding a voting rights ownership ratio of 34%. If the total number of tendered shares is equal to or less than 1 million shares, Mitsui will purchase all of the tendered shares; if the total number of tendered shares is greater than 1 million shares, Mitsui will purchase up to 1 million shares out of all of the tendered shares and for the amount of tendered shares over 1 million shares, Toray will purchase two thirds and Mitsui will purchase one third of such tendered shares. The tender offer is expected to commence in early August 2017. As of August 7, 2017, the tender offer will start on August 8, 2017 and close on September 20, 2017. Soda Aromatic established a third party committee for considering the proposal regarding the transaction. Toray and Mitsui contemplate the delisting of Soda Aromatic by way of the transaction, so if all of Soda Aromatic shares are acquired through the tender offer, they plan to commence a series of procedures to enable them to become the sole shareholders of Soda Aromatic.

The commencement of tender offer is conditional upon the Board of Directors meeting of Soda Aromatic assenting to the tender offer and recommends the shareholders to apply for the offer; Soda Aromatic disclosing such resolution of the Board of Directors meeting, and such expression of opinion is not withdrawn; and Toray Industries and Mitsui & Co. completing the necessary procedures and notifications under the antitrust laws/competition laws of Japan, Europe and China. Soda Aromatic resolved at the Board of Directors meeting to express an opinion in favor of the tender offer and resolved to recommend the shareholders of Soda Aromatic to accept the offer, if it begins. As of July 26, 2017, the transaction is approved by European Commission.

Nishimura & Asahi acted as legal advisor and SMBC Nikko Securities Inc. acted as financial advisor and third party evaluation institution for Soda Aromatic Co., Ltd. Nomura Securities Co., Ltd. acted as third party appraiser and financial advisor for Toray Industries and Mitsui & Co. Nomura Securities Co., Ltd. will also be the tender offer agent.