Carlyle: Tender Offer for HOGY MEDICAL Co., Ltd.

Since 2002, Hiroshi has been a partner in the firm’s M&A and corporate practice area. His experience ranges from M&A (business integration, acquisition and organizational restructuring between operating companies, acquisition of listed/unlisted companies by funds, going private, cross-border M&A, etc.) to general corporate law (general meetings of shareholders, corporate governance, various commercial transactions and contracts, financing, personnel and labor, response to legal revisions, disputes, crisis management, etc.). While he has extensive experience in large-scale and complex M&A transactions, he also provides efficient and effective advice depending on the status of the project in areas such as overseas M&A of Japanese companies, expansion into Japan by overseas companies, and support for startup businesses. In crisis management and dispute cases, he provide practical and effective advice to ensure clients achieve their goals based on a thorough understanding of the circumstances faced by the client. His clients are diverse, including domestic and overseas companies, financial institutions, and investment funds.

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.

He joined Nishimura & Asahi in 2000 and has been a partner with the firm since 2009. His work is primarily in the field of finance. He represents lender and borrower side clients in a broad range of public and private financing transactions, with a special emphasis on acquisition finance. In this field he is recognized as a renowned practitioner with a high level of expertise and has advised on a large number of transactions such as LBO/MBO transactions involving both listed and unlisted companies, as well as on mezzanine financing transactions. He also has wide ranging experience in the area of structured finance, where he has been involved in numerous securitization transactions of a wide variety of assets including monetary claims, real estate and distressed assets. Furthermore, with his experience seconded to a merchant banking subsidiary of an investment banking firm, his expertise also extends to the areas of private equity and principal investment.

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.

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.