Toyo Seikan Group Holdings, Ltd. (TSE:5901) made an offer to acquire remaining 52.5% stake in Toyo Kohan Co., Ltd. (TSE:5453) from a group of sellers for ¥38 billion on February 7, 2018. Under the terms of the transaction, Toyo Seikan Group Holdings, Ltd. acquires 52.86 million shares at ¥718 per share. Upon completion, Toyo Kohan Co., Ltd. will become wholly owned subsidiary of Toyo Seikan Group Holdings, Ltd. The transaction is subject to minimum tender of 19.28 million shares. The transaction is subject to procedures and actions required under competition laws in Japan and China having been completed, resolution by Board of Toyo Kohan Co., Ltd. to support the transaction, recommendation by third party committee of Toyo Kohan Co., Ltd., and others. The transaction was resolved by the Board of Directors of Toyo Seikan Group Holdings, Ltd. on February 7, 2018. Board of Directors meeting on February 7, 2018 of Toyo Kohan Co., Ltd. unanimously approved and supported the transaction and recommended it to its shareholders. On May 10, 2018, the tender offer was approved and recommended by the Board of Toyo Kohan Co., Ltd.

The tender offer is expected to commence in late March 2018 upon fulfillment of the conditions. As of April 3, 2018, the tender offer expected to commence in early May 2018. The tender offer will start on May 11, 2018 and will end on June 21, 2018. A third party committee will be formed to make recommendation for the transaction. Daiwa Securities Co., Ltd. acted as financial advisor and Mori Hamada & Matsumoto LPC acted as legal advisor to Toyo Seikan Group Holdings, Ltd. SMBC Nikko Securities Inc. and Plutus Consulting Co., Ltd. provided fairness opinion to Toyo Kohan Co., Ltd. Takai & Partners acted as legal advisor and SMBC Nikko Securities Inc. acted as financial advisor to Toyo Kohan Co., Ltd.