Honda Motor Co., Ltd. (TSE:7267) made an offer to acquire remaining 65.1% stake in Nissin Kogyo Co., Ltd. (TSE:7230) from group of shareholders for ¥95.4 billion on October 30, 2019. Honda Motor Co., Ltd. will acquire remaining 42.4 million shares at ¥2250 per share. In related transactions, Honda made offers to acquire remaining stakes of Showa Corp. and Keihin Corporation. If Honda cannot obtain all ordinary shares of Nissin Kogyo Co., Ltd., then Honda is scheduled to implement a series of procedures to make Honda the sole shareholder of shares of Nissin Kogyo Co., Ltd. Honda currently holds 34.9% stake and post completion will make Nissin Kogyo Co., Ltd. a wholly owned subsidiary and shares of Nissin Kogyo co will be delisted.

The Board of Directors of Nissin Kogyo Co., Ltd. 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 on October 30, 2019, they expressed their opinion to support the offer and resolved to recommend to the shareholders of Nissin Kogyo Co., Ltd 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, a minimum of 20.7 million shares to be acquired, third party approval etc. The maximum number of shares to be purchased has not been set. There is no material non-public information related to the Company or any of its subsidiaries, the conditions to the Tender Offeror commencing tender offers against Keihin 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. Nissin Kogyo Co., Ltd received notification from Honda Motor Co., Ltd. on August 27, 2020 that it wants to commence tender offer on September 2, 2020. Based on the notification Nissin Kogyo Co resolved, at its board of directors meeting on September 1, 2020 and express an opinion again in support of the Tender Offer after completing all necessary conditions required. Honda Motor confirmed satisfaction of the conditions Precedent to commence the offer and determined to start the 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. The offer is valid till October 15, 2020.

Nomura Securities Co., Ltd acted as financial advisor and Naoko Shimura, Yuki Oi, Azusa Nakajima, Tomohiro Takagi, Takeshi Nemoto, Shingo Yamada, Kazuya Oishi, Toshihito Yazaki, Satoshi Niki and Tsukasa Tahara of Nishimura & Asahi acted legal advisors to Honda Motor Co., Ltd. Deloitte Tohmatsu Financial Advisory LLC acted as financial advisor while Anderson Mori & Tomotsune LPC as legal advisor to Nissin Kogyo Co., Ltd. respectively. Keiji Hatano of Sullivan & Cromwell LLP acted as legal advisor for Honda.

Honda Motor Co., Ltd. (TSE:7267) completed the acquisition of remaining 65.1% stake in Nissin Kogyo Co., Ltd. (TSE:7230) from a group of shareholders on October 15, 2020. A total of 37.5 million shares are tendered as of October 15, 2020. Honda Motor now owns 92.4% stake in Nissin Kogyo. On October 23, 2020, the second-step merger was approved by Board of Directors of Nissin Kogyo Co., Ltd. on the same terms. Honda Motor Co., Ltd. plans to pay all of the consideration for all the remaining sale of the shares using cash and deposits held by Honda Motor Co., Ltd. The de-listing of Nissin Kogyo Co., Ltd. is scheduled at November 11, 2020.