Tokuyama Corporation (TSE:4043) entered into a Share Exchange Agreement to acquire the remaining 59.8% stake in A&T Corporation from JEOL Ltd. (TSE:6951), Rakuten Securities, Inc., Kosuke Hatakeyama, Etsuko Yamauchi, Isao Sato and others for ¥6.7 billion on October 28, 2020. Under the terms of the agreement Tokuyama will issue 2.5 million shares based on exchange ratio of 0.68. Post completion of the transaction, A& T will be delisted from JASDAQ and will operate as a wholly owned subsidiary of Tokuyamam.

The transaction is subject to approval from A& T's shareholders. The transaction has been unanimously approved by A& T's board of directors. The shareholder's meeting is scheduled to be held on December 22, 2020.

As of December 22, 20202, the transaction is approved by the shareholders of A&T Corporation. A& T established a special committee formed of three people, none of whom has interest in Tokuyama: Jun Mitani, Akira Tori and Ryo Suzuki. The transaction is expected to close on February 1, 2021.

The impact of the transaction is expected to be minor on the operating results for each of Tokuyama and A& T. Mori Hamada & Matsumoto LPC acted as legal advisor for Tokuyama. acted as financial advisor for Tokuyama. Anderson Mori & Tomotsune LPC acted as legal advisor for A& T. Mizuho Securities Co., Ltd. acted as financial advisor for A& T. Toshiro M. Mochizuki of Shearman & Sterling LLP acted as legal advisor to Tokuyama Corporation.