KITO Corporation: Business integration with the Crosby group
Leading Japanese law firm Nishimura & Asahi advised KITO Corporation [TSE: 6409], a top manufacturer of hoists and cranes, on its business integration with the Crosby group, a world-renowned manufacturer of lifting and rigging.
The business integration will be implemented by means of a recommended tender offer for the shares of KITO (and its subsequent privatization) by a holding company of the Crosby group, which will be renamed Kito | Crosby upon completion of the business integration.
The Nishimura & Asahi team advising KITO was led by partners Kozo Kawai, Hiroshi Uchima, Masaki Noda, Tomoyuki Numata and Yoshiyuki Asaoka, supported by Yohei Omata.
Kozo’s anti-trust/competition practice covers every area of the practice, i.e., violation cases such as cartel and unilateral conduct, merger regulations, and compliance to prevent violations of Japanese and foreign competition laws. Kozo continues to be recognized by international law journals as one of the top practitioners in Japan in the area of competition law. He has handled large scale international cartel cases and has contributed to the realization of prominent merger regulations. In the area of international trade law, Kozo is widely recognized as a pioneer of trade law practice in Japan and has advised both the private sector and governmental agencies. He has been involved in most of the trade remedy investigations, such as those for the imposition of anti-dumping duties and subsidy countervailing duties as counsel to Japanese and foreign clients, and in some overseas trade remedy investigations to defend Japanese clients. In addition, Kozo’s practice covers international disputes, corporate crisis management, and regulatory investigations.
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.
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.
Tomoyuki Numata specializes in crisis management and competition law compliance, with a wealth of experience in cases that require understanding of IT and technology.
As a partner in the crisis management department, he has extensive experience in dealing with cases such as window dressing, bribery of overseas civil servants, fraudulent acquisition of confidential information, violation of the Financial Instruments and Exchange Act, quality fraud in the manufacturing industry, and embezzlement by employees. In these cases, he was responsible for fact-finding and investigating the cause. He has also taken a number of strategic actions, such as dealing with government and investigative authorities (including experience of commitment agreement with the JFTC and judicial transactions), communicating with the mass media, and formulating recurrence prevention measures.
In the field of antitrust law / competition law, he is involved in cartel / bid negotiation cases including criminal cases / administrative cases, unilateral acts cases such as private monopoly, unfair trading methods, etc. He also handles a lot of authorities’ responses. In addition, he has a wealth of experience in dealing with domestic and overseas business combination investigation by the Japan Fair Trade Commission and overseas competition authorities.
He also provides a lot of advice on creating a legal compliance system such as anti-bribery system, competition law management system, whistleblowing system, internal audit and monitoring. In particular, he is familiar with system development utilizing advanced technologies such as machine learning, data analytics, and text mining.