KKR’s Tender Offer on Hitachi Transport System

Simpson Thacher represented KKR on the deal.

KKR announced its tender offer to acquire Hitachi Transport System, Ltd. (“HTS”). HTS provides supply chain solutions for customers who outsource logistics functions such as logistics system integration, inventory and order control, logistics center operations, factory logistics, and transportation and delivery services.

In connection with the tender offer, the Offeror has entered into an agreement with Hitachi Ltd. (“Hitachi”) whereby, following a share consolidation after the successful completion of the tender offer, HTS will acquire Hitachi’s 39.91% holding in a share buyback. Thereafter, Hitachi will reinvest by acquiring 10% of shares with voting rights in the parent company of the Offeror and KKR will retain ownership of the remaining 90%. The planned acquisition contemplates a tender offer price of JPY8,913 per share and a share buyback price of JPY6,632 per share. The commencement of the tender offer is subject to the fulfillment of certain regulatory approvals and other conditions.The value of the deal is 670 billion yen ($5.2 billion), based on Reuters calculations.

The Simpson Thacher team included Noritaka Kumamoto (Picture), Jonathan Stradling and Daisuke Ueta (M&A – Tokyo); Ian Ho (M&A – Hong Kong); Makiko Harunari, Atsushi Usui and Ron Yung (Credit); Étienne Renaudeau, Kelly Karapetyan, Pauline Patat, Henry Llewellyn and Sandrine Mathieu (Antitrust); Mark Skerry and Samantha Sergent (Regulatory); and Marcy Geller and William Smolinski (Tax).

Involved fees earner: Marcy Geller – Simpson Thacher & Bartlett; Makiko Harunari – Simpson Thacher & Bartlett; Ian Ho – Simpson Thacher & Bartlett; Kelly Karapetyan – Simpson Thacher & Bartlett; Noritaka Kumamoto – Simpson Thacher & Bartlett; Sandrine Mathieu – Simpson Thacher & Bartlett; Pauline Patat – Simpson Thacher & Bartlett; Étienne Renaudeau – Simpson Thacher & Bartlett; Samantha Sergent – Simpson Thacher & Bartlett; Mark Skerry – Simpson Thacher & Bartlett; William Smolinski – Simpson Thacher & Bartlett; Jonathan Stradling – Simpson Thacher & Bartlett; Daisuke Ueta – Simpson Thacher & Bartlett; Atsushi Usui – Simpson Thacher & Bartlett; Ron Yung – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: KKR;

Avatar

Author: Youness Semri