DCM Holdings Co., Ltd. entered into a share exchange agreement to acquire Sanwado Corp. from Hall Sanwa Co., Ltd., Yellow Hat Ltd., The Aomori Bank, Ltd., Sanwado Kyoeikai, Katsuhiro Nakamura, Katsuharu Nakamura, Kenji Suzuki and Mieko Nakamura for ¥4.6 billion.
April 10, 2015 at 12:00 am EDT
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DCM Holdings Co., Ltd. (TSE:3050) entered into a share exchange agreement to acquire Sanwado Corp. (JASDAQ:7430) from Hall Sanwa Co., Ltd., Yellow Hat Ltd. (TSE:9882), The Aomori Bank, Ltd. (TSE:8342), Sanwado Kyoeikai, Katsuhiro Nakamura, Katsuharu Nakamura, Kenji Suzuki and Mieko Nakamura for ¥4.6 billion on April 10, 2015. Under the terms of the transaction, DCM Holdings Co., Ltd. will issue 0.9 shares for each share of Sanwado Corp. Sanwado Corp. is expected to delist its shares on June 26, 2015. Sanwado plans to cancel all of its treasury shares by a resolution of the Board of Directors. If there are Sanwado shareholders who receive a fraction of less than one common share of DCM Holdings stock in conjunction with the share exchange, DCM Holdings will sell the number of shares equivalent to the sum of all of the fractions less than one share and deliver the proceeds to those shareholders in proportion to the fractions attributed to them.
The transaction is subject to approval at an annual shareholders meeting of Sanwado scheduled for May 15, 2015. The transaction is expected to complete on July 1, 2015. The Board of Directors of DCM Holdings and Sanwado approved the deal on April 10, 2015.
Nomura Securities acted as financial advisor to DCM Holdings. SATO & Partners acted as legal advisor for DCM Holdings Co., Ltd and Shimada Hamba & Osajima acted as legal advisor for Sanwado Corp. Maxus Corporate Advisory acted as financial advisor for Sanwado Corp.
DCM Holdings Co., Ltd. is a Japan-based holding company that is mainly engaged in the home center business. The Company, through its subsidiaries, offers gardening products, such as large machinery and agriculture materials; home improvement products, such as hardware and tools; home leisure products, such as car products, toys and bicycles; pet products; housekeeping products, such as daily necessaries and stationary; home furnishing products, such as bedding products; home electronic products, such as household appliances, lighting equipment and audio and video machines, among others.
DCM Holdings Co., Ltd. entered into a share exchange agreement to acquire Sanwado Corp. from Hall Sanwa Co., Ltd., Yellow Hat Ltd., The Aomori Bank, Ltd., Sanwado Kyoeikai, Katsuhiro Nakamura, Katsuharu Nakamura, Kenji Suzuki and Mieko Nakamura for ¥4.6 billion.