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.
The tender offer, which is slated to begin on 7 May for all the shares of Tokyo Stock Exchange-listed Shibaura at JPY4,300 (USD27.86) apiece, marks a growing trend in Japan where listed companies have increasingly come under pressure to deal with sudden uninvited takeover bids.
Taiwan Stock Exchange-listed Yageo, which has its decision made on 5 February to launch the unsolicited takeover as a critical next step to expand its sensors business, has appointed Nishimura and Baker as its legal advisers on the proposed buyout.
Baker, which operates in both Japan and Taiwan, has a team comprising staff from both locations. Partners Wen-Yen Kang and Fang-Yi Jen from the Taipei office and partners Akifusa Takada and Masahiro Inaba from the Tokyo office were leading the team, advising Yageo on the deal, the international law firm told Asia Business Law Journal.
In response, Shibaura announced on 12 February the establishment of a three-member special committee to consider the merits of the takeover bid from the perspective of improving corporate value and ensuring shareholders’ interests.
Kentaro Shibata, a Japan and New York-qualified co-founder and partner of Shibata, Suzuki & Nakada who specialises in takeover defence, M&A, corporate governance among other areas, is serving as an external expert and the only lawyer on the special committee.
Shibaura produces thermistor sensors, which are accurate and cost-effective devices used to measure temperature.
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