Houlihan Lokey, Inc. (NYSE:HLI) agreed to acquire GCA Corporation (TSE:2174) for ¥61.7 billion on August 2, 2021. Houlihan Lokey will acquire all outstanding shares of GCA, in addition to all stock options of GCA. Under the terms Houlihan Lokey, Inc. will acquire 44.8 million shares for ¥1380 per share. As on September 9, 2021, the tender offer price changed from ¥1380 to ¥1398. Houlihan Lokey, Inc. will acquire GCA Corporation for ¥62.5 billion. The transaction is expected to be financed with cash on Houlihan Lokey's balance sheet. Upon the completion of the transaction including the second-step, GCA will become a privately held company and shares of GCA Corporation's common stock will no longer be listed on any public market. The termination fee payable by GCA Corporation to Houlihan Lokey is 1.33% of ¥65.03 billion. Houlihan Lokey, Inc should acquire a minimum 32.9 million shares. The closing of the tender offer is subject to receiving certain regulatory approvals, and the tender to Houlihan Lokey of shares representing at least two-thirds of GCA's fully diluted outstanding common stock. Any GCA shares not tendered in the tender offer are subject to purchase through a second-step process at the same price as the tender offer bid price per share. The transaction has been unanimously approved by the Houlihan Lokey Board of Directors and the GCA Board of Directors. The tendering period is from August 4, 2021 to September 27, 2021 and commencement of settlement on October 4, 2021.

Daiwa Securities Co. Ltd. acted as financial advisor and tender offer agent to Houlihan Lokey. Mitsubishi UFJ Morgan Stanley Securities and Plutus Consulting acted as financial advisors and Nozomi Oda and Jeremy R.L. White of Morrison & Foerster acted as legal advisors to GCA Corporation. Plutus Consulting Co., Ltd. also acted as fairness opinion provider to GCA Corporation. Steven Stokdyk, Ivan Smallwood, Hiro Takagi, Stephen Wink, Nicola Higgs, Farhana Sharmeen, Josh Holian, Paul Dudek and Larry Stein of Latham & Watkins LLP acted as the legal advisors to Houlihan Lokey, Inc. Houlihan Lokey served as a co-financial advisor on the deal.

Houlihan Lokey, Inc. (NYSE:HLI) completed the acquisition of GCA Corporation (TSE:2174) on September 27, 2021. Houlihan Lokey acquired 44.4 million shares including stock options comprising of 40.09 million common shares and 4.3 million options. Houlihan Lokey, Inc. intends to make GCA Corporation, a wholly owned subsidiary by implementing a series of procedures such as two-step acquisition. As a result of implementation of procedures, the shares of GCA Corporation are scheduled to be delisted through prescribed procedures in accordance with the delisting criteria of Tokyo Stock Exchange. As per update on October 4, 2021, the second step acquisition for the remaining stake is expected to be completed before the end of 2021. Post completion, more than 500 talented individuals across 24 locations join Houlihan Lokey, Inc. As of October 11, 2021, Houlihan Lokey request all of the shareholders of GCA Corporation who haven't tender their shares, to sell all of their Shares to Houlihan Lokey at the same terms pursuant to Article 179, Paragraph (1) of the Companies Act, as part of the transactions for the purpose of acquiring all of the Shares and the Stock Options and making GCA Corporation a wholly owned subsidiary of Houlihan Lokey. GCA Corporation will be delisted as of November 2, 2021. Following the acquisition of outstanding shares of GCA last month, the two companies will now move forward together as one firm under the Houlihan Lokey banner. As of December 6, 2021, the integration was complete and Geoff Baldwin and Todd Carter, Co-Chief Executive Officers and co-founders of GCA US, each join Houlihan Lokey as Chairman of Global Technology. Though the two firms now operate together under the Houlihan Lokey brand in Europe and the United States, the brand transition in Asia is expected to take place early in 2022.