Odawara Engineering Co., Ltd. made a bid to acquire Royal Electric Co.,Ltd. from Ono Holdings Co Ltd and other shareholders for ¥2.2 billion.
August 12, 2013 at 12:00 am EDT
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Odawara Engineering Co., Ltd. (JASDAQ:6149) made an offer to acquire Royal Electric Co., Ltd. (JASDAQ:6593) from Ono Holdings Co Ltd. and other shareholders for ¥2.2 billion on August 12, 2013. Odawara Engineering Co., Ltd. will pay ¥515 per share and ¥4,300 per warrant as consideration in a tender offer period extending from August 13, 2013 to September 9, 2013. Odawara Engineering needs a minimum of 2.92 million shares to be tendered in the offer. Odawara Engineering Co. entered into a subscription agreement whereby Ono Holdings Co., Ltd. agreed to submit in the tender offer the shares it holds in Royal Electric Co. The trustee of Odawara Engineering will verify that the shares submitted by Royal Electric Co. have been released from a pledge by Mizuho Bank. Odawara Engineering Co. does not plan for shares of Royal Electric Co. to be delisted following the tender offer.
The Board of Directors of Royal Electric Co. passed a resolution on the transaction and recommends to accept the bid on August 12, 2013. Board of Directors of Royal Electric unanimously took a neutral position on whether or not our shareholders should subscribe to the tender offer for company's shares and warrants. The settlement date of the tender offer will be September 17, 2013. Kiyohiro Tada, an independent officer who reports to the Tokyo Stock Exchange, will review on behalf of Royal Electric Co. Tokyo M&A Co., Ltd. acted as financial advisor and Torikai Law Office acted as legal advisor to Royal Electric Co. Mirai Consulting, Inc. acted as financial advisor to Odawara Engineering Co., Ltd. TMI Associates acted as a legal advisor to Odawara Engineering Co., Ltd. GCA Savvian Corporation (TSE:2174) acted as a financial advisor to Ono Holdings Co Ltd. Mizuho Securities Co., Ltd. acted as a representative of Odawara Engineering and charged a commission of ¥30 million.
Odawara Engineering Co., Ltd. is a Japan-based company principally engaged in the development, design, manufacture and sales of winding equipment as well as manufacture and sales of household related equipment. The Company operates through two business segments. The Winding Machine segment is engaged in manufacture and sales of winding equipment for motors and coils. The Blowers and Household Equipment segment manufactures and sells household related equipment like small blowers and waterproof lighting equipment, etc.