Mori Hamada & Matsumoto and TMI Associates are advising on negotiations between Welcia Holdings and Tsuruha Holdings on a merger creating Japan’s largest drugstore alliance with more than JPY2 trillion (USD13.5 billion) in combined sales and about 5,500 stores.
As Tsuruha’s legal counsel on the combination, TMI Associates told Asia Business Law Journal that partners Daigo Fujii, Shuya Ogawa and Oh Miyashita had assisted in conducting careful consideration and making appropriate decisions in line with the enhancement of its corporate value and the common interests of shareholders.
As part of the merger, Tokyo-listed Tsuruha – Japan’s second-largest drugstore chain – is set to acquire 94.8% in Japanese retail giant Aeon-owned Welcia, the largest drugstore chain in the country by December this year after securing approval from the board and shareholders.
Welcia, which is also listed on the Tokyo Stock Exchange, has been receiving legal assistance from a Mori Hamada & Matsumoto team led by partner Hajime Tanahashi on due diligence, contract negotiation and a special committee set up to ensure fairness and avoid conflicts of interest for concluding the capital and business alliance agreement with Tsuruha.
Tsuruha, which is on course to make Welcia a wholly owned subsidiary by December this year, has also established a special committee tasked with taking measures, among other things, to ensure the fairness of the tender offer price and to avoid conflicts of interest. To do so, the special committee hired Tokyo-based Hibiya Park Law Offices as its legal counsel.
AloJapan.com