Blackstone, advised by Simpson Thacher & Bartlett and Anderson Mori & Tomotsune, has launched a USD3.5 billion buyout of Japanese IT services provider TechnoPro Holdings in what will be the US global private equity firm’s largest investment to date in Japan.
TechnoPro, which is currently listed in the prime section of the Tokyo Stock Exchange, has mandated TMI Associates as legal counsel. The IT services provider has also set up a special committee consisting of three independent outside directors including Kazuhiko Yamada, a partner at Nakamura, Tsunoda & Matsumoto specialising in corporate acquisitions.
The special committee is tasked with performing multiple duties, including ensuring that the terms and conditions of the transaction are appropriate from the perspective of protecting the interests of TechnoPro’s minority shareholders, a 6 August press release on the commencement for shares of TechnoPro states.
To carry out its duties, the special committee appointed Mori Hamada & Matsumoto as its legal adviser. TechnoPro decided to conduct a transaction with Blackstone after a series of bidding procedures.
“As legal adviser to the special committee, we provided advice … on the bidding process, candidate selection procedures and negotiation of transaction terms from the perspective of ensuring the fairness of the transaction,” Mori Hamada’s M&A partner Kenichi Sekiguchi, who led the team advising the special committee with M&A associate Kensuke Sakajiri, told Asia Business Law Journal.
A multi-jurisdictional Simpson Thacher team advised Blackstone, consisting of Tokyo partner Anthony King, Hong Kong partner Makiko Harunari, and London and Brussels-based partner Étienne Renaudeau. Tokyo-based corporate and M&A partner Kazuaki Tobioka led Anderson Mori’s team advising the US global private equity firm as Japanese counsel.
Blackstone, which launched the tender offer on 7 August that will last until 24 September this year, was first selected in late March this year by TechnoPro as one of five companies for a takeover bid. On the first of August this year, TechnoPro and the special committee accepted the tender offer price and the markup plan of the tender offer agreement from Blackstone.
AloJapan.com