Mitsui O.S.K. Lines, Ltd. (TSE:9104) made an offer to acquire to acquire remaining 48.09% stake in Daibiru Corporation (TSE:8806) from a group of shareholders for ¥121.3 billion on November 30, 2021. As of date, Mitsui O.S.K. Lines, Ltd. holds 59,527,766 shares equivalent to 51.91% stake Daibiru Corporation. The consideration is of ¥2,200 per common stock to purchase 55,156,001 number of Share Certificates, Etc. The Tender Offeror has set the minimum number of shares to be purchased in the Tender Offer at 16,928,034 shares (ownership ratio:14.76%), and if the total number of Share Certificates, Etc. tendered in the Tender Offer is less than the minimum number of shares to be purchased, the Tender Offeror will not conduct the purchase, etc. of any of the Tendered Share Certificates, Etc. If the Tender Offer is successfully completed, Offeror plans to cover funds required for the settlement pertaining to the Tender Offer by the Business Day immediately preceding the commencement date of that settlement by borrowing funds up to ¥123 billion from Sumitomo Mitsui Banking Corporation. No collateral will be provided with respect to that borrowing. Offeror will proceed to delist the shares of Daibiru after the completion of Offer. If Offeror is unable to acquire all of Daibiru Shares under the Tender Offer, the Tender Offeror intends, after the successful completion of the Tender Offer, to carry out procedures for the purpose of acquiring all of Daibiru Shares by Demand for Shares Cash-Out or Share Consolidation. The transaction was resolved by the board of Mitsui O.S.K. Lines, Ltd. on November 30, 2021. Daibiru resolved at its board of directors meeting to express an opinion in support of the tender offer and to recommend to its shareholders to tender their shares in response to the tender offer. Daibiru made a four-member special committee consisting of Atsushi Oi, Atsushi Miyanoya, Shigeki Taenaka and Tomoyuki Nishida (the Special Committee) to provide opinion on the transaction.
Initial Period of the Tender Offer is from December 1, 2021 to January 18, 2022. Goldman Sachs Japan Co., Ltd. is acting as a financial advisor and Mori Hamada & Matsumoto LPC as a legal advisor to Mitsui O.S.K. Lines, Ltd. Plutus Consulting Co., Ltd. is acting as financial advisor and fairness opinion provider to the special committee of Daibiru. Mori Hamada & Matsumoto LPC acting as a legal advisor to Daibiru Corporation and Nomura Securities is acting as a financial advisor and appraiser. SMBC Nikko Securities Inc acting as a tender offer agent. Nakamura, Tsunoda & Matsumoto acted as legal advisor to the Special Committee of Daibiru.
Mitsui O.S.K. Lines, Ltd. (TSE:9104) completed the acquisition of an additional 30.7% minority stake in Daibiru Corporation (TSE:8806) from a group of shareholders for ¥77.4 billion on January 18, 2022. At the close of Offer on January 18, 2022, 35,200,639 shares of Daibiru tendered under the Offer.