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    Dai-ichi Life Holdings, Inc. - Tender offer for shares in Benefit One Inc.

Nishimura & Asahi advised Dai-ichi Life Holdings, Inc. [TSE: 8750], a Japan-based life insurance holding company, on its tender offer to acquire Benefit One Inc. [TSE: 2412], a Japan-based provider of corporate welfare agency services and subsidiary of Pasona Group Inc. [TSE: 2168].

Although M3, Inc. [TSE: 2413], a Japan-based provider of medical-related services, had already initiated a public tender offer for Benefit One prior to Dai-ichi Life Holdings’ offer, after negotiations with Benefit One and Pasona Group, an amicable agreement was reached and Dai-ichi Life Holdings proceeded with its tender offer.

The Nishimura & Asahi team advising Dai-ichi Life Holdings was led by partners Yamato Nozawa and Junya Kokaji from our corporate/M&A practice, Seitaro Iio from our insurance practice, and Junko Wakabayashi from our competition/antitrust law practice.


野澤 大和

Yamato’s practice area covers various M&A transactions, including cross-border M&A deals for stock consideration; shareholder activism; corporate governance, including officers’ remuneration and management of subsidiaries; disclosure; guidance for shareholders meetings, including virtual shareholder meetings; securities litigation; preparation of legal opinions; and development of new structures for share-buybacks using trusts. Yamato also worked at the Ministry of Justice of Japan for two years and mainly engaged in the reform of the Companies Act. Yamato is also known for his expertise in the latest trends in revision of corporate legislation, including the Companies Act and the Financial Instruments and Exchange Act, by maximizing his experience working at the Ministry of Justice of Japan. Yamato has continued to work diligently on writing articles and delivering lectures with respect to corporate legislation and has shared his expertise with our potential clients in a clear, straightforward manner.

古梶 順也

Junya handles every kind of M&A deal, whether listed or closed companies, domestic or cross-border, as well as general corporate matters such as shareholders’ meetings and corporate governance. He always provides accurate advice to clients at any time and earns their trust with flexible and dedicated support. In light of his strengths and experience, in recent years, he has been involved in large-scale and complex M&A deals and management integration projects of listed companies. He is also involved in a lot of investment projects by domestic and overseas PE funds. Additionally, with his experience working for law firms in Brazil and Argentina, he supports Japanese companies expanding their businesses to Latin American countries as a member of the Latin American Practice Team. He also has a rich network of law firms in Latin American countries.

飯尾 誠太郎

Using the experience gained from being seconded to an asset management company, he has a broad range of experience in the field of real estate transactions and real estate finance, and his strength lies in his ability to provide advice in the areas of property transactions and property finance, where lawyers are not normally involved in practical correspondence, and to offer flexible solutions tailored to the client’s needs. In addition to the real estate field, he has knowledge in a wide variety of finance fields such as renewable energy projects, large-scale investment projects using Limited Partnerships, and new businesses utilizing leasing transactions. He also has extensive experience in insurance transactions and insurance regulation.

若林 順子

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.