Faurecia S.A. (ENXTPA:EO) agreed to acquire Clarion Co., Ltd. (TSE:6796) from Hitachi, Ltd. (TSE:6501) and others for approximately ¥140 billion on October 26, 2018. The offer per share is ¥2,500 to be paid in cash. The bridge financing related to the acquisition has been fully secured. Faurecia intends to create a new business group headquartered in Japan, named “Faurecia Clarion Electronics Systems” regrouping all of Faurecia's competences in this domain. As of December 18, 2018, Faurecia S.A. issued ¥89.5 billion (€700 million) of Schludscheindarlehen to finance the acquisition.

The transaction is subject to customary regulatory clearances, relevant antitrust authorities and employee representative consultation. Pursuant to the agreement signed between Faurecia and Hitachi, Hitachi has given an undertaken to tender its shares representing 63.8% of the share capital of Clarion. Clarion also intends to recommend its shareholders to tender their shares when the tender offer is launched. The deal has received the approval of Boards of Directors of both Clarion and Hitachi. As of January 29, 2019, the transaction was approved by relevant antitrust authorities and Clarion's Board recommends its shareholders to tender their shares. Clarion has established an independent committee consisting of three members, Masahito Kamijo (outside Director, independent officer of Clarion) and Hidetaka Nishina (Nakamura Tsunoda Matsumoto law firm) and Omoo Yamazaki (certified public accountants and tax accountants, belonging to GG Partners Co., Ltd.). The tender offer will be launched once appropriate merger control clearances are underway. Faurecia intends to implement a squeeze-out following the settlement of the tender offer. As of October 26, 2018, the tender offer was implemented. Closing of the transaction is expected during the first quarter 2019. As of January 29, 2019, the tender offer will be launched on January 30, 2019 and Clarion's shareholders will be offered to tender their shares by February 28, 2019. The tender offer is commenced on January 29, 2019. As of February 20, 2019, the record date for eligible shareholders to participate in shareholders' meeting has been set as March 7, 2019. Faurecia expects that deal will lead to an increase in earnings per share.

Clarion has received legal advice from legal advisor Nishimura & Asahi. SMBC Nikko Securities Inc. acted as tender offer agent in the transaction. Cyrille Harfouche, Mathieu Claro, Francois Wat, Eric de Lacroix Vaubois, Laurent Balay, Takashi Ono and Brice Lemonnier of Rothschild & Co acted as financial advisors to Faurecia. Mitsubishi UFJ Morgan Stanley Securities acted as financial advisor to Hitachi Ltd. Stéphane Davin, François-Xavier Naime, Hideo Norikoshi, Kiyoshi Endo, Werner Berg, Masahiro Inaba, Aliki Benmayor, Sophia Real, Giuliano Lastrucci and Madalina Asandului of Baker & McKenzie acted as legal advisors for Faurecia S.A. in the transaction. Daiwa Securities Co. Ltd. acted as financial advisor for Clarion.

Faurecia S.A. (ENXTPA:EO) completed the acquisition of Clarion Co., Ltd. (TSE:6796) from Hitachi, Ltd. (TSE:6501) and others on March 1, 2019. Hitachi tendered all of its shares, representing 63.8% of the share capital of Clarion. Faurecia will now implement the relevant squeeze-out procedure to acquire all the remaining shares of Clarion. The settlement of the acquisition will take place on March 7, 2019.