Nippon Yusen Kabushiki Kaisha (TSE:9101) entered into a binding framework agreement to acquire 25% stake in EMAS CHIYODA Subsea Limited from Chiyoda Corporation (TSE:6366) and Ezra Holdings Limited (SGX:5DN) for ¥10 billion on June 10, 2016. As part of the transaction, Nippon Yusen will acquire 10% stake in EMAS CHIYODA from Ezra for $36 million (approximately ¥3.84 billion) and 15% stake from Chiyoda Corporation. On completion of the transaction, Nippon Yusen Kabushiki Kaisha, Chiyoda Corporation and Ezra Holdings will enter into a new shareholders' agreement which will contain terms governing the rights of these entities as shareholders of EMAS CHIYODA with Nippon Yusen holding 25% stake, Ezra holding 40% stake and Chiyoda Corporation holding 35% stake in EMAS CHIYODA Subsea Limited.

The transaction is subject to approval of shareholders of Ezra Holdings Limited, consent applicable under the competition laws, third-party approvals and other customary conditions. Ezra Holdings Limited will hold its shareholders' meeting on September 22, 2016 to seek approval for the proposed transaction. The conditions are expected to be satisfied on or before September 30, 2016, after which the framework agreement will be considered terminated. $36 million (approximately ¥3.84 billion) from the proceeds of sale by Ezra will be used to fund the working capital needs of EMAS CHIYODA Subsea Limited as a shareholders' loan. Similar to Ezra, Chiyoda will provide approximately $11.67 million (approximately ¥1.24 billion) as shareholders loan while Nippon Yusen will provide approximately $8.33 million (approximately ¥888.46 million) shareholders' loan to EMAS CHIYODA. The shareholders of Ezra Holdings approved the transaction on September 22, 2016. The long stop date is September 30, 2016. Jackie Donald, Goran Galic, Jessica Lee, Luke Nicholls, Yuki Ojima, Nick Wall, Eliza Wallace, Jarrod Woodward and Casey York of Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho acted as legal advisors for Nippon Yusen Kabushiki Kaisha. The conversions are made through www.oanda.com on June 10, 2016.

Nippon Yusen Kabushiki Kaisha (TSE:9101) completed the acquisition of 25% stake in EMAS CHIYODA Subsea Limited from Chiyoda Corporation (TSE:6366) and Ezra Holdings Limited (SGX:5DN) on September 29, 2016.