Honda Motor Co., Ltd. (TSE:7267) made an offer to acquire remaining 58.7% stake in Keihin Corporation (TSE:7251) for approximately JPY 110 billion on October 30, 2019. Honda Motor will offer JPY 2,600 for 43.38 million shares of Keihin as part of the tender offer. In related transactions, Honda made offers to acquire remaining stakes of Showa Corp. and Nissin Kogyo Co. If Honda cannot obtain all ordinary shares of Keihin Corporation then Honda is scheduled to implement a series of procedures to make Honda the sole shareholder of shares of Keihin Corporation. Honda currently holds 41.35% stake and post completion will make Keihin Corporation a wholly owned subsidiary and shares of Keihin Corporation co will be delisted.

The Board of Directors of Keihin have obtained a written report from a special committee established as an advisory body; and by a unanimous vote of all Directors who participated in the resolution held today, they expressed their opinion as of today to support the offer and resolved to recommend to the shareholders of Keihin to tender in the offer. Transaction is subject to certain conditions including obtaining permits and license from the respective countries relevant authorities or by competition authorities, and other conditions like there are no laws or regulations, or decisions by any competent authority, that limit or prohibit any of the transaction, There are no material non-public information related to the Company or any of its subsidiaries, the conditions to the Tender Offeror commencing tender offers against Nissin and Showa are reasonably anticipated to be satisfied or waived etc. Honda Motor Co shall conduct the Tender Offer, on condition that all conditions have been satisfied. Keihin received notification from Honda Motor Co., Ltd. on August 27, 2020 that it wants to commence tender offer on September 2, 2020. If Honda cannot obtain all ordinary shares of Keihin that the Tender Offer has been completed for, then Honda is scheduled to implement a series of procedures to make Honda the sole shareholder of shares of Keihin. It determined to commence the Tender Offer on September 1, 2020. The Tender Offeror has set the minimum number of shares to be purchased as 18,723,485 shares in the Tender Offer. In case of fall short of the minimum number of shares to be purchased, the Honda Motor will purchase none of the Tendered Shares. The maximum number of shares to be purchased has not been set. Honda Motor confirmed satisfaction of the Conditions Precedent and determined to commence the Tender Offer from September 2, 2020. In case, Honda Motor owns more than 90% of the shares in Nissin Kogyo Co., Ltd then it will opt for Cash-Out and the Share Consolidation. As of September 1, 2020, all conditions to commence the offer has been fulfilled and therefore, the offer will commence from September 2, 2020 to October 15, 2020.

Keiji Hatano of Sullivan & Cromwell LLP and Nishimura & Asahi acted as legal advisor to Honda Motor Co., Ltd. Nomura Securities Co., Ltd. acted as financial advisor to Honda Motor Co., Ltd. TMI Associates and Industrial Growth Platform, Inc. acted as legal and financial advisor to Keihin Corporation in transaction.