Nagashima Ohno & Tsunematsu is advising Japan Tobacco’s (JT) Torii Pharmaceutical on a JPY160 billion (USD1.1 billion) takeover bid from Nishimura & Asahi-counselled Japanese drugmaker Shionogi.
Partners Kensuke Suzuki, Shuichi Nishimura and Yu Tamura are leading the Nagashima Ohno team advising Torii Pharmaceutical. The firm told Asia Business Law Journal that it was appointed as legal counsel to Tokyo-listed Torii in the early stages of the acquisition and had been advising the company throughout the entire transaction.
“Our firm is providing legal advice on measures to be taken to ensure procedural fairness in this transaction, including advice on the methods and processes of Torii Pharmaceutical’s decision-making (on the tender offer from Shionogi) regarding this transaction,” Nagashima Ohno said.
Serving as Shionogi, Nishimura & Asahi has put together a team led by partner Yuichiro Hirota, covering various aspects of legal advice from tender offer, pharmaceutical to competition law and corporate M&A.
Together, the Nishimura team advised Shionogi with a primary focus on corporate M&A, the Financial Instruments and Exchange Act, the Antitrust Act, the Pharmaceutical Affairs Act and other related Japanese laws and regulations, the firm told Asia Business Law Journal.
On 7 May, Tokyo-listed Shionogi announced that it would purchase the common stock of Torii via a tender offer. On the same day, Torii expressed support for Shionogi’s offer, recommending shareholders to tender their shares.
JT currently holds about 55% of Torii, but it will not participate in the tender offer that began on 8 May until around mid-June this year. Instead, Shionogi will conduct a treasury share acquisition to purchase all of the agreed untendered shares held by JT after Torii Pharmaceutical’s stock has been delisted.
In response to Shionogi’s takeover bid, Torii has established a special committee, which consists of three external directors independent of both the tender offer-related parties and the target company. Takaharu Matsumura, a Tokyo-based partner of Anderson Mori & Tomotsune specialising in compliance and risk management as well as corporate crisis and management issues, is one of the appointed members and the only lawyer on the special committee.
Anderson Mori has declined to comment on Matsumura’s role on the special committee.
