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    CarUX Holding Limited: Acquisition of Pioneer Corporation

Nishimura & Asahi advised CarUX Holding Limited, an innovator in smart cockpit solutions and a subsidiary of Innolux Corporation [TW:3481], on its acquisition of Pioneer Corporation, an automotive tech provider specializing in sound and navigation systems, from EQT, a Swedish global investment organization.

The team was led by partners Masaki Noda, Sakka Kobayashi, Yuki Sakurada, James Campbell, and Nobuhiro Tanaka, with support from Mao Fusamune.

People

野田 昌毅

Masaki Noda is a partner at Nishimura & Asahi, practicing corporate and M&A including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and going-private transaction by PE funds.
 
 Among various types of M&A transactions, Masaki Noda has been advising on many complicated and sophisticated deals requiring structuring of various aspects, such as taxes and outbound and inbound cross-border transactions. Some major transactions he has advised on as lead counsel are the defense of Nippon Paint against a hostile acquisition attempt by Wuthelam Holdings in Singapore; the acquisition of equity interests in Post Advisory in the US by Nippon Life; Rakuten’s purchase of shares in Taiwan Rakuten from Presidential Group in Taiwan; the acquisition of shares in GA Telesis by Century Tokyo Leasing; Nippon Paint’s issuance of shares to Wuthelam Holdings in Singapore and purchase of equity interests in JVs from Wuthelamm Holdings in eight jurisdictions (China, Hong Kong, Singapore, Malaysia, Pakistan, Sri Lanka, Vietnam and Bangladesh); Rakuten’s alliance with AirAsia and formation of a joint venture in Japan (i.e., AirAsia Japan); Nippon Life’s purchase of 80% of the shares in MLC Limited specializing in the life insurance business, after carving out the investment business from National Australia Bank and MLC’s 20-year distribution agreement with National Australia Bank; and a merger of equals with equity consideration between a large Japanese listed company and a US listed company.

小林 咲花

Sakka’s practice covers private and public M&A transactions, cross-border deals, and day-to-day commercial business. She also has wide-ranging experience representing companies in defending against hostile takeovers. She was seconded to one of the biggest telecommunication company in Japan, working as a Manager in the Corporate Strategy Planning Division. During the secondment, she was put in charge of M&A involving many domestic and cross-border transactions from business and legal standpoints. She acquired qualification as an attorney in New York and Texas during her secondment to an American firm. Leveraging experience in the M&A division of the telecommunication company and an American firm, she focuses on providing strategic legal support in various sectors, including M&A (Inbound/Outbound) and business alliances. Sakka provides tailored legal services in a timely and flexible manner, and plays a leading role in various complex transactions.

桜田 雄紀

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

James has significant experience being the lead negotiator in complex cross-border transactions and coordinating teams of lawyers in multiple jurisdictions with respect to all aspects of such transactions, including with respect to multi-jurisdictional legal due diligence processes, antitrust and other regulatory filings and other local law issues. James has represented private equity and hedge funds, public and private companies and other clients in a broad range of domestic and cross-border transactions and other matters, including mergers and acquisitions, joint ventures, minority investments, venture capital investments, public-private partnerships, private and public securities offerings, tender offers, proxy contests and corporate restructurings. Prior to joining Nishimura & Asahi, James was a corporate associate at firms in New York and Canada.

田中 伸拡

Nobu Tanaka is a partner in our Antitrust and International Trade practice team dealing with merger control, cartel/bid rigging, monopoly, unfair trade practice and dispute related cases. Nobu has much experience in dealing with cross-border merger control, international cartels and cross-border litigation cases. Through his 3 years experience in the U.S., Nobu has a deep understanding of the legal, business and cultural difference between Japan and other countries and he has expertise in explaining Japanese laws in a plain manner. Nobu always tries to understand clients’ interest and clients’ businesses deeply so that he can provide better and flexible solution. Nobu has good reputation in deep understanding of industries and business. In addition to antitrust cases, Nobu also handles various non-antitrust matters, such as cross-border commercial litigation, internal investigation, white-collar matters and cross-borer corporate transaction and general corporate matters including advice relating to new business in Japan. He also has a good reputation in timely and efficient communication. Nobu has LL.M degree at Stanford Law School (2017) and J.D. degree at University of Tokyo School of Law (magna cum laude). Nobu is fluent in English.