Japanese precision parts supplier MinebeaMitsumi is in a bidding war to acquire domestic thermistor temperature sensor maker Shibaura Electronics, presenting itself as a white knight with a JPY82.58 billion (USD567.30 million) counter-offer.
Nagashima Ohno & Tsunematsu is counselling Tokyo-listed MinebeaMitsumi, who is competing with Taiwanese publicly-listed electronics component manufacturer Yageo.
Asia Business Law Journal reported in February this year that Yageo made an JPY82.33 billion unsolicited takeover bid for Shibaura Electronics, which hired Kitahama Partners as legal counsel.
Yageo, which had described the launch of its unsolicited takeover as a critical next step to expand its sensors business, had appointed Nishimura & Asahi and Baker McKenzie as its legal advisers on the buyout bid.
MinebeaMitsumi appointed Nagashima Ohno in February to assist with its tender offer for Shibaura Electronics, and began concrete discussions to make the target company a wholly owned subsidiary, a 1 May press release by the Tokyo-listed company showed. Partners Yuko Tamai, Kosuke Hamaguchi and Yoshitaka Kato led the Nagashima Ohno team.
In response, Shibaura Electronics established a special committee in February, comprising three external independent experts to ensure the fairness of the tender offer, including the price, as well as avoiding conflicts of interest.
Kentaro Shibata – a Japan and New York-qualified co-founder and partner of Shibata, Suzuki & Nakada who specialises in takeover defence, M&A and corporate governance among other areas – was one of the external experts and the only lawyer on the special committee.
The special committee has approved the appointment of Kitahama Partners as the target company’s legal adviser, and has received explanations from the Japanese law firm on matters including the decision-making approach and process of Shibaura Electronics’ board of directors on Yageo’s unsolicited takeover offer, MinebeaMitsumi’s 1 May press release revealed.
Kitahama Partners confirmed its appointment as a legal adviser when Asia Business Law Journal asked about its role in the transaction, but declined to comment further citing the ongoing status of the deal.
MinebeaMitsumi commenced its tender offer for Shibaura on 2 May and is scheduled to be completed on 2 June, which is a total of 20 business days.
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Duo acts on Yageo’s unsolicited takeover bid for Japan firm
Nishimura & Asahi and Baker McKenzie are advising Taiwanese electronics component manufacturer Yageo on an unsolicited takeover bid for Japanese publicly listed thermistor temperature sensor maker Shibaura Electronics for JPY65 billion yen (USD426 million) via a tender offer
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