Showa Denko K.K. - Tender offer for Hitachi Chemical Co., Ltd.
Leading Japanese law firm Nishimura & Asahi advised Showa Denko K.K. [TSE: 4004], a major Japanese chemical company, on its tender offer for Hitachi Chemical Co., Ltd.
The Nishimura & Asahi team advising Showa Denko was led by Daisuke Morimoto and Sakka Kobayashi from our corporate/M&A practice together with Satoshi Niki and Yotaro Takayama, supported by Kozo Kawai, Tomoyuki Numata and Junko Wakabayashi from our antitrust practice, Toshiyuki Nonaka from our finance practice, Azusa Nakashima from our Beijing Representative Office, Hideshi Obara, Jirapong Sriwat and Apinya Sarntikasem from our Bangkok Office, and Kazuhide Ohya from our Ho Chi Minh City Office.
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.
Mr. Morimoto has a high degree of expertise in complex transactions, such as takeover bids and complicated transactions involving multiple reorganizations. He has extensive experience in cross-border transactions, both from domestic and international perspectives, and is deeply familiar with a wide variety of international legal frameworks. He represents a large number of international clients and, based on his knowledge of the legal frameworks of the jurisdictions in which his clients operate, he advises on Japanese law in comparison with the laws of other countries. In the field of corporate crisis management, he has handled a broad range of anti-bribery matters, including those related to the Foreign Corrupt Practices Act (FCPA). He has extensive experience in advising on matters which include the development of anti-bribery compliance programs, anti-bribery due diligence, and internal investigations of suspected bribery cases. In recent years, he also has handled a wide variety of fraud investigations involving accounting irregularities and non-compliance matters, both for Japanese companies and their overseas subsidiaries.
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.
Having many years of experience in Chinese business, she is well versed in Chinese legislation and practice. She is skilled at providing realistic risk assessments and balanced solutions based on local legal systems and operational practices, while understanding client needs. She can provide wide-ranging support for Chinese investments by Japanese companies, M&As, general corporate law, compliance, labor law and international transactions in China, leveraging an accurate understanding of the Chinese legislation and a sense of local practice. In addition to being involved in numerous acquisitions and joint ventures in China with Japanese companies as clients, M&A transactions of Chinese affiliates due to the restructuring of Japanese companies, and designing transaction schemes for target companies (operating companies) after M&A transactions, she also supports on-site surveys for fraud investigations at Chinese subsidiaries.
Since joining the firm in 2003, he has gained experience mainly in the corporate field. Following a one-year secondment from 2008 to the New York Branch of a Japanese financial institution, he worked at a local Thai law firm for two years starting in 2011 to deepen his knowledge of a wide range of fields, particularly concerning the Kingdom of Thailand. In July 2013, he was appointed as the representative of the Bangkok Office along with establishment of the office. He has the advantage of communicating closely with local Thai lawyers and providing appropriate and professional legal advice quickly. Currently based in Bangkok, he is widely involved in M&A, labor, and international transactions, such as general corporate legal matters, investment, joint ventures, and acquisitions in Southeast Asian countries, mainly concerning the Kingdom of Thailand. He is involved in many activities, including the establishment of Japanese companies and organizations in Thailand and other Asian countries, as well as the subsequent issues, seminars, and articles on internal compliance of the companies.
He advises on a wide range of merger-and-acquisition transactions, joint ventures, foreign direct investments, general corporate, international corporate finance, and restructurings. His expertise is advising, structuring and leading complex transactions both within and outside of Thailand. He regularly represents, among others, Japanese, Thai and international investors, international investment banks, international private equity investors, hedge funds and international corporations and financial institutions. His main areas of practice include public and private mergers and acquisitions (takeover rules), legal due diligence, joint ventures, fund raising, listings, block trades, stock exchange and securities exchange related laws, restructuring of shareholdings and general corporate advice. His additional areas of practice also cover banking and finance, renewable energy in Japan and Thailand, exchange control law, labor law, and debt restructurings. Before setting up the Bangkok office of Nishimura & Asahi in 2013, he worked with Linklaters for almost a decade. He is also a registered arbitrator of the Thai Arbitration Institute (TAI) with the areas of expertise in corporate M&A, joint venture, banking and finance, capital markets, debt restructurings and energy.
Stationed in Singapore in 2010 and in Vietnam since 2013, and supported foreign investors in their investments and business development in South East Asia. Provided legal advice on various projects including the following: • M&A deals • infrastructure development projects including smart city, road, and railway • natural resources and energy projects including renewable energy projects • real-estate development projects including residential housing, commercial/logistics, offices, hospitality properties, complex buildings Kazuhide has also advised foreign invested companies in South East Asia in various areas, such as labor, trade, information security, digital regulations, crisis management, and compliance.
Satoshi manages a wide range of domestic and cross-border M&As, capital and business alliances and technology alliances where intellectual property rights and technologies, such as semiconductors, autonomous driving, electric vehicles, AI, and systems, were important elements to the transaction. Satoshi is also heavily involved in supporting high-tech startups such as space development, quantum computers, and regenerative medicine, and has extensive experience in contract structure ground design and contract negotiations for building new businesses. In addition, Satoshi makes use of his engineering background to deal with a number of disputes, such as patent infringement proceedings and disputes related to defects in advanced technology products, where technical issues are the main issues.
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.
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.
Yotaro engages in all aspects of corporate legal affairs, focusing on domestic and overseas M&A and startup-related deals. Leveraging his broad knowledge and experience, Yotaro analyzes transaction structures, designs execution plans and negotiation strategies, and supports the analysis and execution of transactions to achieve their goals and objectives. In the M&A field, Yotaro has a track record of success in numerous deals, including cross-border transactions, and possesses broad knowledge. In addition, Yotaro lived in Singapore for more than two years and has engaged in numerous M&A deals in Southeast Asia. Having been in charge of M&A transactions in the Corporate Strategy Department of a major listed company, Yotaro has expertise in supporting deals based on the in-house processes and corporate culture of Japanese companies. In the field of startups and new business development, Yotaro has worked on numerous projects for the formation of joint ventures between large listed companies and domestic and overseas startups, the formation or development of new businesses, business alliances, and startup investment. With respect to startup investment, Yotaro possesses extensive knowledge and experience in investments around the world, including in Japan, the U.S., and Southeast Asian countries, as well as in South America and India, and provides advice based on the strategic objectives of Japanese companies and CVCs. Yotaro also has a wealth of experience in supporting start-up companies and has strengths in M&A transactions, financing, intellectual property strategy, and support for overseas business expansion, taking into consideration the characteristics of startups. In addition, Yotaro has a wide range of support experience, including in litigation and disputes between companies, scandals, and labor issues.
Junko Wakabayashi specializes in antitrust and competition law. She has extensive experience with various antitrust matters and issues, including merger filings, cartels, transactional matters, and compliance, in both domestic and cross-border cases. She regularly engages with global clients and negotiates with competition authorities on their behalf. Due to her prior experience at the Ministry Land, Infrastructure, Transport, and Tourism, where she engaged in policy and rule making, as well as operations, and built a network of connections in government offices, Junko has a deep knowledge and understanding of regulations and government affairs, particularly those that impact transportation industries (e.g., aviation, automotive). She was seconded to a major energy company, where she acquired familiarity with the energy industry. Her wide range of experience enables her to provide precise, tailored advice that accurately addresses and responds to each client’s needs and business operations.