Idemitsu Kosan Co., Ltd. - Acquisition of TOA Oil Co., Ltd. through a tender offer
Leading Japanese law firm Nishimura & Asahi advised Japanese energy major Idemitsu Kosan Co., Ltd. [TSE: 5019] on its full acquisition of TOA Oil Co., Ltd. [TSE: 5008], a Japan-based oil refining company, by acquiring common shares through a tender offer, with the aim of making TOA Oil a wholly-owned subsidiary.
Ryutaro Nakayama specializes in General Corporate and M&A work, and advises clients on a broad range of issues and transactions relating to M&A, Japanese corporate, securities, tax, and merger control laws, and regulations specific to various industries. He is a leading lawyer in the field of competition law in Japan, and possesses a unique set of skills and experience, drawn from his extensive experience handling M&A, corporate, and merger control cases and transactions. He has obtained transaction clearances from competition authorities even where the resulting combined market share exceeded 50% in the relevant markets. He has led Nishimura & Asahi’s Africa Practice Team since its formation in 2014. He has established a strong network of connections with Japanese entrepreneurs and businesses that target the African continent, as well as with leading law firms based in Africa. He has been named a leading lawyer in the fields of Corporate/M&A and/or competition law by various publications, including Chambers Global, Chambers Asia-Pacific, and The Nikkei’s annual rankings of “Most Successful Lawyers.” He was appointed the Managing Partner of Nishimura & Asahi in April 2021.
Yuki Oi is a partner in our M&A/Corporate practice group. He advises domestic and international corporations and financial institutions on their cross-border and domestic M&A transactions. He also handles corporate governance matters and general corporate issues, as well as corporate crisis management matters and commercial litigation.
Some of the major cases he has advised on include representing UFJ Holdings on its integration with Mitsubishi Tokyo Financial Group (2006), Bulldog Sauce on its famous defense against a hostile takeover attempt initiated by Steel Partners (2007), the Osaka Securities Exchange on its integration with the Tokyo Stock Exchange (2011), Idemitsu Kosan on its integration with Showa Shell Sekiyu (2015-19), Toshiba on its divestiture of Toshiba Memory Corporation (2018), and Honda on its strategic alliance with Sony Group in mobility sector (2022).
He was awarded the Young Lawyer of the Year Award at the ALB Japan Law Awards 2019, and the Innovative Practitioners Award at the FT Innovative Lawyers Awards Asia-Pacific 2020. He was also selected as one of Asia’s top 40 lawyers under 40 by Asian Legal Business in 2017.
He has also served as a lecturer at the University of Tokyo, Faculty of Law (2012-13), and Graduate Schools for Law and Politics (2014-present).
Takeshi has handled many complex M&A transactions and provides sincere advice to his clients. He has extensive experience in M&A-related disputes, and is well versed in the various issues facing companies with founding family shareholders. In recent years, he has been involved in many cases involving business and human rights, impact investing, and advises companies from the perspective of sustainability. He is also actively involved in pro bono work and is one of the most experienced in Japan.
Kazumaro’s antitrust practice spans various industries, including automotive, energy, telecommunication, medical/healthcare and finance. Kazumaro regularly represents clients in high-profile matters, including merger and acquisitions that require approval in multiple jurisdictions, and global and domestic cartel investigations.