Sumitomo Bakelite Company Limited (TSE:4203) made an offer to acquire the remaining 76.95% stake in Kawasumi Laboratories, Incorporated (TSE:7703) from a group of shareholders for ¥27 billion on July 22, 2020. The transaction will structured as a tender offer. Sumitomo Bakelite will acquire 15.9 million shares at ¥1,700 per share.

Sumitomo Bakelite will opt for a cash-out for the remaining shareholders if it ends up owning 90% or more due to the offer. The offer is to be funded from Sumitomo Bakelite's Funds. Kawasumi will become a wholly-owned subsidiary of Sumitomo.

Kawasumi Laboratories employees shall have the current employment maintained in principle. Sumitomo Bakelite will acquire a minimum of 9 million shares under the offer corresponding to a shareholding ratio of 43.62%. The transaction was approved by the board of Kawasumi Laboratories on July 31, 2020.

The board recommended its shareholders to vote in favor of the offer. The offer will commence on August 3, 2020 and will run till September 30, 2020. A special committee of directors was formed by Kawasumi Laboratories in relation to the offer.

Daiwa Securities Co. Ltd. acted as financial advisor and Nishimura & Asahi acted as legal advisor for Sumitomo Bakelite. Mori Hamada & Matsumoto acted as legal advisor and Nomura Securities Co., Ltd. acted as financial advisor for Kawasumi.