Mitsui Chemicals, Inc. (TSE:4183) and Mitsui & Co., Ltd. (TSE:8031) made an offer to acquire remaining 46% stake in Honshu Chemical Industry Co., Ltd. (TSE:4115) for ¥9.7 billion on November 11, 2020. Under the terms of transaction, Mitsui Chemicals, Inc. and Mitsui & Co., Ltd will acquire 5.3 million shares at price of ¥1830 per share. Post completion, Mitsui Chemicals' and Mitsui & Co.'s voting right percentages in the Target after the privatization being 51% and 49%, respectively. The board of directors of the Target consists of nine (9) members, and its board of auditors consists of four (4) members. The Offerors plan to newly nominate an individual to be appointed as director(s) of the Target and Mitsui Chemicals is entitled to appoint the President and Representative Director and Mitsui & Co. is entitled to appoint the Vice President and Representative Director.

Mitsui Chemicals, Inc. and Mitsui & Co., Ltd. have set the minimum number of tendered shares to be purchased in the Tender Offer at 1.5 million shares and if the total number of shares, etc. tendered in the Tender Offer is less than the minimum number of tendered shares to be purchased in the Tender Offer, the Offerors will purchase none of the Tendered Shares. Transaction is subject to the completion of the procedures and actions required by antitrust laws of Japan, the EU, China. There has been no material change in the business or property of the Target or any of its subsidiaries, and there has been no other circumstance that would materially impede the achievement of the purpose of the tender offer as provided. The special committee established by the Target issued a written report in favor of the Target supporting the Tender Offer and recommending the shareholders of the Target to tender in the Tender Offer. Establishment of independent special committee at the Target and procurement of written report and Measures to ensure the fairness of the Tender Offer. The Target's board of directors, excluding directors who have or may have interests with the Offerors, reached an unanimous resolution to support the Tender Offer and to recommend the Target's shareholders to tender in the Tender Offer. On May 5, 2021 he European Commission issued a document stating its decision to approve the acquisition of the Target's Shares through the Tender Offer. The Offerors, having confirmed that all of the Conditions have been satisfied, announce that the Tender Offer will commence from May 17, 2021 till June 11, 2021..

Mori Hamada & Matsumoto LPC acted as legal advisor and SMBC Nikko Securities Inc. acted as financial advisor to Mitsui Chemicals in the deal. Anderson Mori & Tomotsune LPC acted as legal and Nomura Securities Co., Ltd. acted as financial advisor to Mitsui & Co in the deal. Nagashima Ohno & Tsunematsu acted as legal advisor and Deloitte Tohmatsu Financial Advisory LLC acted as financial advisor to Honshu Chemical Industry Co in the deal.

Mitsui Chemicals, Inc. (TSE:4183) and Mitsui & Co., Ltd. (TSE:8031) completed the acquisition of remaining 46% stake in Honshu Chemical Industry Co., Ltd. (TSE:4115) on June 11, 2021.