Nishimura & Asahi and Clifford Chance have advised on JX Advanced Metals Corporation’s issuance of JPY250 billion (USD1.5 billion) in aggregate principal amount of zero-coupon convertible bonds.
The offering, structured in two tranches due in 2029 and 2031, was conducted alongside JX Advanced Metals’ tender offer to repurchase around 6% of its own shares.
Nishimura & Asahi advised JX Advanced Metals, led by partner and head of the capital markets team Kohei Koikawa.
“We have acted as Japanese counsel to the issuer and advised various issues related to the applicable Japanese laws and regulations including the Companies Act and the Financial Instruments and Exchange Act,” Koikawa told Asia Business Law Journal.
“The offering of CBs [convertible bonds] was made concurrently with the tender offer of the shares in the issuer, and both of the transactions affected each other.”
Clifford Chance assisted the bookrunners, which included Daiwa Capital Markets, Nomura, Morgan Stanley and Bank of America.
Reiko Sakimura, co-managing partner in Tokyo, spearheaded the team, with the support of partner Matthew Ball, and qualified lawyers Arisa Stanley-Owusu and Rei Kamachi. Hong Kong-based partner Alan Yeung advised on US law.
The transaction represents a highly strategic and complex financing, combining a large-scale convertible bond issuance with a concurrent tender offer for up to around 6% of JX Advanced Metals’ issued shares. Proceeds from the bonds are intended to fund the share repurchase and support the expansion of the company’s manufacturing capabilities.
JX Advanced Metals is a Japan-based non-ferrous metal company involved in resource development, smelting, refining and recycling. The firm holds a 60% global market share in sputtering targets, a key material used in semiconductor manufacturing.
