Japan Industrial Partners, Inc., ROHM Co., Ltd. (TSE:6963) and Suzuki Motor Corporation (TSE:7269) made a tender offer to acquire Toshiba Corporation (TSE:6502) from Effissimo Capital Management Pte Ltd., Farallon Capital Management, L.L.C., Chubu Electric Power Company, Incorporated (TSE:9502) and others for ¥2 trillion on November 7, 2022. Japan Industrial Partners, Inc., ROHM Co., Ltd. and Suzuki Motor Corporation executed a tender offer agreement to acquire Toshiba Corporation from Effissimo Capital Management Pte Ltd., Farallon Capital Management, L.L.C., Chubu Electric Power Company, Incorporated and others on March 23, 2023. As reported, the buyer group plans to launch a tender offer to buy Toshiba shares for ¥4,620 each. A group of Japanese companies, including utility Chubu Electric Power and leasing company Orix will fund about ¥1 trillion. Japan Industrial Partners Inc. failed to meet Toshiba's request to submit a letter of loan commitments from major banks and financial institutions. If Toshiba accepts the offer, it is in talks to complete the financing process by the end of November. JIC is now considering a tie-up with foreign investment funds, but it has not been able to present a buyout proposal to Toshiba due to a lack of data for due diligence. As of February 9, 2023, JIC has secured loans of ¥1.4 trillion to finance the deal.

The transaction is subject to competition law and Japan's Foreign Exchange and Foreign Trade Act; tender of at least two-thirds of outstanding shares of Toshiba; each of the Toshiba?s directors shall have submitted to the Toshiba his/her notice of resignation which shall be effective upon the completion of the Squeeze-Out Procedure; Toshiba?s consolidated net debt as of the end of the fiscal year ending March 31, 2023 shall not exceed the prospective amount announced previously by Toshiba. On March 23, 2023, the Board of Directors of Toshiba resolved to approve the tender offer and to refrain from making the decision on recommending the shareholder to tender their shares in the tender offer at this time. A special committee made up of seven external directors, including two activist shareholders of Toshiba was established in relation to the tender offer. As of May 12, 2023, the parties are proceeding with the necessary procedures to satisfy the conditions precedent for the tender offer, including the procedures under foreign competition laws and regulations, and laws relating to foreign direct investment, and the buyer group has now selected a tender offer agent. As of June 8, 2023, Toshiba resolved, as its current opinion, at the Board of Directors? meeting held on June 8, 2023, having considered the opinions of the Special Committee established by the Toshiba that Toshiba supports the Tender Offer and recommends that the shareholders tender their shares in the tender offer. The tender offer is expected to commence in the last 10 days of July 2023. As of July 28, 2023, the Offeror is proceeding with the procedures under foreign competition laws and regulations, and laws relating to foreign direct investment, however, the procedure under such foreign competition laws and regulations, and laws relating to foreign direct investment in some jurisdictions are expected to be completed after August 1, 2023. The Offeror plans to commence the Tender Offer as soon as these procedures are completed. Offeror expects that the Tender Offer will commence sometime in August 2023. As of August 7, 2023, Tender offer will commence on August 8, 2023, and will close on September 20, 2023.

Nomura Securities Co., Ltd., JPMorgan Chase & Co. (NYSE:JPM) and UBS Securities Japan Co., Ltd. acted as financial advisors to Toshiba. Jeremy White and Ken Siegel of Morrison & Foerster LLP (Japan) and Nagashima Ohno & Tsunematsu acted as legal advisors to Toshiba. Crosspoint Advisors, Inc. acted as financial advisor to JIP and TMI Associates acted as legal advisor to JIP. Paul Mudie, Richard Hilton, Katie Bolger, Jordan Ellison, Alexander Chadd and Ed Fife of Slaughter and May acted as legal advisors to JIP on acquisition of Toshiba. Ken Lebrun, Paul D. Marquardt, Ronan P. Harty, Mary K. Marks, Matthew Yeowart and Brian M. Burnovski of Davis Polk & Wardwell LLP acted as legal advisors to JIP. Shearman & Sterling LLP acted as legal advisor to Toshiba Corporation. SMBC Nikko Securities Inc. acted as manager to the offer and tender offer agent to the offerors. Peter Lawley, Davine Roessingh and Stephanie The of De Brauw Blackstone Westbroek N.V. acted legal advisor to Japan Industrial Partners, Inc. Kozo Kawai, Hiroshi Uchima, Hideo Horikoshi, Madoka Shimada, Toshiyuki Nonaka, Yoshiyuki Asaoka, Hiroko Jimbo and Keitaro Hamada of Nishimura & Asahi acted as legal advisor to Toshiba Corporation. Shearman & Sterling LLP acted as legal advisor to Japan Industrial Partners, Inc.