GEHC - Acquisition of Nihon Medi-Physics Co., Ltd.
Nishimura & Asahi has been advising GE HealthCare Technologies, Inc. [Nasdaq: GEHC], a leading global medical technology company, on its contemplated acquisition of a 50% stake in Nihon Medi-Physics Co., Ltd. from Sumitomo Chemical Co. Ltd. [TSE: 4005]. This acquisition, if closed, would make Nihon Medi-Physics a wholly-owned subsidiary of GEHC.
The Nishimura & Asahi team advising GEHC was led by of counsel Mariko Mimura and partners Alisa Inuzuka from our life-science practice, Keitaro Hamada from our M&A/corporate practice, Jiro Abe from our labor law practice, Yuko Kawai from our data & privacy practice, Seitaro Iio from our real estate practice, Hiroko Jimbo and Yuki Sakurada from our foreign direct investment (FDI) practice, and Madoka Shimada from our competition/antitrust law practice, supported by Kaori Furuya.
People
Madoka advises clients on various matters of competition law, including domestic and international cartels, bid-rigging, M&A transactions, investigations by the JFTC, leniency applications and general antitrust law compliance. She is especially active in cross-border transactions. She has represented clients in connection with investigations into various global cartels, involving air cargo, marine hoses, TFT-LCDs, airlines, and bearings, and also in various merger-control cases, including a vertical integration between semiconductor equipment manufacturers, and major global merger transactions in the chemical and pharmaceutical industries. She has particular strength and experience handling IT-industry mega deals. Madoka is also active in advising in the international trade area, in particular, government procurement and export control. In addition, she advises on laws preventing unfair competition, including trade secret cases. She served as lead counsel to Nippon Steel Corporation in multinational trade secret litigation against POSCO (a South Korean steel company), a landmark case in this area, and successfully negotiated a favorable settlement for her client. She was a member of the Subcommittee on Unfair Trade Policies and Measures of the Industrial Structure Council at the Ministry of Economy, Trade and Industry from 2013 to 2023.
Hiroko Jimbo is advising on various M&A transactions such as acquisitions of private/listed companies, joint ventures, capital/business alliances and technology alliances, and general corporate matters such as support of foreign companies’ entry into Japanese market, with strengths in industries and transactions where technology and intellectual property are important, such as the business integration in the electronics and other manufacturing industries, telecommunication industries, license / franchise business.
She has strong expertise in Japanese Foreign Direct Investment (FDI) regulations and handled numerous FDI filings. Based on the experience of various deals and the experience to work with government, she has unique insight to coordinate complex and difficult transactions that involve FDI elements. She engaged in discussion as a member of council and committees at the Japanese government level on the amendment to Japan’s Foreign Exchange and Foreign Trade Act in 2020 and the implementation thereof. She has also served as an advisor for Council for Promotion of Foreign Direct Investment in Japan, Cabinet Office and actively supports the foreign investment promotion.
Yuko has continuously advised a multitude of global and prominent companies on data privacy issues, including data breaches and security incidents, data privacy structures in the design of their business, cross-border data transfers, global data compliance, data governance and medical/genome data. During her many years of professional practice as a corporate lawyer, she has also conducted transactional and advisory work in cross-border and domestic M&As, joint ventures and business alliances, and general corporate matters for listed companies.
Her recent major books include, “Amendments to the Act on the Protection of Personal Information in 2020 and Practical Approaches” (Shojihomu, 2022) and “Corpus Juris Series - Personal Information Protection Legislation (Global)” (Shojihomu, 2020).
She has served as a member of Committee for Promoting Open-data in Public Transportation Sectors, of Ministry of Land, Infrastructure, Transport and Tourism of Japan, as well as a member of Tokyo Data Platform Case Study Project Review Board, Bureau of Digital Services, Tokyo Metropolitan Government.
He served as Director for Foreign Direct Investment Issues at the Ministry of Finance of Japan for three years from 2019 to 2022. During his tenure, he was the chief architect and strategist of the amendment of the FEFTA in 2020, where the threshold for prior mandatory notification for the acquisition of listed company shares by foreign investors was lowered from 10% to 1%. After the enactment of the amendment, he was in charge of reviewing the scope of designated business for the mandatory notification (addition of pharmaceuticals and medical equipment for communicable diseases, and critical mineral resource-related industries), strengthening the operation of screening and post-transaction monitoring, and strengthening cooperation in investment screening with relevant authorities of like-minded countries, including CFIUS of the U.S. He was also engaged in the planning and drafting of the revision of the FEFTA in 2022 (related to crypto assets) and the prohibition of new investment in Russia in response to Russia’s invasion of Ukraine.
He is the co-author of a section-by-section commentary on FDI screening under the FEFTA (“Sho-kai Gaitame-hou, Inward Direct Investment and Specified Acquisition Edition” (Shoji Homu, June 2021). He was also a speaker at webinars on FDI screening for government officials of member countries organized by the Organization for Economic Cooperation and Development (OECD).
May 2021 – Webinar on Transparency, Predictability and Accountability for investment screening mechanisms
May 2022 – Regulatory proportionality of investment screening mechanisms
Using the experience gained from being seconded to an asset management company, he has a broad range of experience in the field of real estate transactions and real estate finance, and his strength lies in his ability to provide advice in the areas of property transactions and property finance, where lawyers are not normally involved in practical correspondence, and to offer flexible solutions tailored to the client’s needs. In addition to the real estate field, he has knowledge in a wide variety of finance fields such as renewable energy projects, large-scale investment projects using Limited Partnerships, and new businesses utilizing leasing transactions. He also has extensive experience in insurance transactions and insurance regulation.
Alisa Inuzuka advises clients in the life science and healthcare industries on matters including pharmaceuticals, medical devices, in vitro diagnostics, cosmetics, health foods, medical systems, and laboratory tests. In addition, she has experience in M&A, regulatory advice, reviewing and drafting various contracts, and crisis management and investigation, as well as communicating with the relevant authorities in these areas. She also supports non-healthcare companies in entering into the healthcare industry as well as the entry of non-Japanese healthcare companies into the Japanese market. She seeks to contribute to enhancing people’s health and lives by working to maximize clients’ business opportunities.
Keitaro deals with various cross-border M&A transactions, both inbound and outbound, backed by his experience working in U.S. and Australian law firms. He has an extensive track record of success in handling private equity deals, not only on acquisitions but also on exits. Further, his practice includes M&A generally, such as business integrations, carve-outs, and JV formation. Clients value his outstanding analysis, communication, and presentation skills beyond just language (both Japanese and English), which he leverages for successful discussions and negotiations with clients, advisors, and counterparties.
Mariko has strong expertise in pharmaceutical industry-focused practices, and she has advised on regulations, compliance, M&A, licensing, etc. She has also been involved in crisis management third-party investigation committees, and gave advice based on her extensive experience and knowledge acquired from her experience as one of the board members and management team of several pharmaceutical companies. She is also actively engaged in pro bono matters and in Diversity & inclusion promotional activities, as well as Business and Human Rights and ESG. She takes a leadership role as a core member of our firm’s D&I Promotion.