Idemitsu Kosan Co.,Ltd. cancelled the acquisition of remaining 49.88% stake in TOA Oil Co., Ltd. (TSE : 5008) from Cornwall Capital Management, LP and others.
February 14, 2021
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Idemitsu Kosan Co.,Ltd. (TSE:5019) made an offer to acquire remaining 49.88% stake in TOA Oil Co., Ltd. (TSE:5008) from Cornwall Capital Management, LP and others for ¥15.2 billion on December 15, 2020. Under the terms, 6.2 million shares will be acquired at a price of ¥2450 per share. Post the completion of the transaction, TOA Oil will operate as a subsidiary of Idemitsu Kosan. As a part of the transaction, if the total number of Tendered Shares does not reach the minimum planned purchase quantity, none of the Tendered Shares will be purchased. If the total number of Tendered Shares equals or exceeds the minimum planned purchase quantity (2,058,875 shares), all Tendered Shares will be purchased. A special committee has been formed by TOA Oil in respect of the transaction. The transaction is subject to minimum tender. The transaction has been approved by the Board of TOA Oil. The offer is expected to close on February 2, 2021. As of January 29, 2021 the offer is extended to February 15, 2021. Daiwa Securities Co., Ltd acted as agent in the transaction. Goldman Sachs acted as financial advisor to Idemitsu Kosan in the transaction. Anderson Mori & Tomotsune acted as legal advisor and Nomura Securities acted as financial advisor to TOA Oil. Yuki Oi and Takeshi Nemoto of Nishimura & Asahi acted as legal advisor to Idemitsu Kosan. Lebrun, Ken of Davis Polk & Wardwell, LLP acted as legal advisor to The Goldman Sachs Group.
Idemitsu Kosan Co.,Ltd. (TSE:5019) cancelled the acquisition of remaining 49.88% stake in TOA Oil Co., Ltd. (TSE : 5008) from Cornwall Capital Management, LP and others on February 15, 2021. The tender offer was subject to a condition whereby, if the total number of tendered shares did not reach the minimum planned purchase quantity (2,058,875 shares), none of the tendered shares would be purchased. Since the total number of tendered shares (470,668 shares) did not reach the minimum planned purchase quantity (2,058,875 shares), Idemitsu Kosan Co.,Ltd. will purchase none of the tendered shares as set forth in the public notice concerning the commencement of the tender offer as well as in the tender offer registration statement.
Idemitsu Kosan Co., Ltd. is specialized in the production and refining of petroleum products. Net sales break down by category as follows:
- refining of petroleum products (78.8%): fuels, lubricants, kerosene, etc. At the end of March 2019, the group operated 6 refineries in Japan;
- manufacturing of petrochemical products (12.5%): activity carried out in 2 production sites located in Japan;
- exploration and production of oil, coal, uranium and geothermal resources (7%);
- other (1.7%).
Net sales are distributed geographically as follows: Japan (69.8%), Asia-Pacific (19.2%), North America (7.2%), Europe (2.4%) and others (1.4%).
Idemitsu Kosan Co.,Ltd. cancelled the acquisition of remaining 49.88% stake in TOA Oil Co., Ltd. (TSE : 5008) from Cornwall Capital Management, LP and others.
IDEMITSU KOSAN CO., LTD. 
