Mergers + Acquisitions



Morrison & Foerster’s Tokyo office has the most active M&A practice of any global firm in Tokyo having completed more than 250 publicly announced transactions in Tokyo since 2000 (and having been ranked #1 by Bloomberg, by volume of Japan-related deals completed, over the last three years). Among other things we are:

  • Ranked Tier 1 for M&A in Japan by Chambers Global and Chambers Asia
  • Ranked Tier 1 for M&A in Japan by International Financial Law Review (IFLR)
  • Ranked Tier 1 for M&A in Japan by Asia Pacific Legal 500
  • Ranked #1 in Announced Japan Deals by Bloomberg for the period from 2006 - 2009

Our Tokyo attorneys have extensive experience in representing both Japanese and non-Japanese companies in a broad range of transactions, including public and private acquisitions, complex carve outs and divisional spin-outs, and the formation of strategic alliances and joint ventures, both in Japan and around the world.

We consistently represent a diverse set of Japan’s leading and most active companies, and our experience spans numerous industries, including technology, telecommunications, life sciences, financial services, consumer products and cleantech.

Examples of recent M&A transactions on which we have advised include:

2009/2010:

  • MUFG’s combination of its securities business with Morgan Stanley (Japan).  We are currently representing Mitsubishi UFJ Financial Group (MUFG) and  Mitsubishi UFJ Securities Co, Ltd. (MUS) in the proposed combination of MUS with  Morgan Stanley Japan Securities in two new entities, each of which will be 60% owned by MUFG.
  • JAL’s proposed strategic alliance with Delta. We are currently representing Japan Airlines, Asia's largest airlines, in its proposed strategic and capital alliance with Delta or American Airlines, including with respect to both their proposed long term commercial relationship and billion dollar investment in JAL. 
  • Mitsui and Tokyo Gas’ proposed $1.2 billion acquisition of Mexican Power Stations. We are currently representing Mitsui and Tokyo Gas in their proposed $1.2 billion acquisition of a controlling interest in five gas-fired combined cycle power stations in Mexico and a related gas pipeline company.
  • NECEL’s merger with Renesas Technology. We represented NEC Electronics (NECEL), in its merger with Renesas Technology Corp, which on closing created the world's largest manufacturer of microcontrollers and the world’s third-largest semiconductor company.
  • Astellas’s $1 billion bid for CV Therapeutics. We represented Astellas Pharma,  Japan’s second-largest Japanese drug maker, in its $1 billion cash bid for CV Therapeutics, Inc.
  • Toshiba’s $1.8 billion restructuring of its joint ventures with SanDisk. We represented  Toshiba in the restructuring of its flash memory manufacturing joint ventures with SanDisk, including Toshiba's acquisition of $1.8 billion of equipment from the joint ventures.
  • Fujitsu’s $360 million sale of its hard disk drive business to Toshiba.  We represented Fujitsu in the sale of its hard disk drive business, with operations in more than a dozen countries to Toshiba.
  • Fujitsu’s sale of its HDD media business to Showa Denko. We represented Fujitsu in the sale of its hard disk drive media business to Showa Denko. 
  • Fujitsu’s ¥25 billion acquisition of Fujitsu Business Systems. We represented Fujitsu in its acquisition through a share exchange of  the publicly held minority interest in Fujitsu Business Systems, Ltd., its Tokyo Stock Exchange-listed subsidiary.
  • Taisho’s $310 million acquisition of Bristol-Myers Squibb’s Asia Pacific OTC business. We represented Taisho Pharmaceutical in its acquisition of Bristol-Myers Squibb’s Indonesia manufacturing and distribution subsidiary as well as brand rights for over-the-counter pharmaceutical products sold throughout Asia.
  • Sumitomo’s strategic investment in Sunstate. We represented Sumitomo Corporation, through its wholly-owned subsidiary, SMS International, in its $50 million convertible preferred investment in Sunstate Equipment Company.
  • FDK’s acquisition of Sanyo Electrics’ battery subsidiaries. We represented FDK in its acquisition of Sanyo Energy Twicell and Sanyo Energy Tottori.
  • Nikon’s €72 million acquisition of Metris. We represented Nikon Corporation in its cash takeover bid for 100% of the outstanding shares of Metris NV, a Belgian maker of laser and other precision, three-dimensional measuring equipment for the aerospace, automotive and other manufacturing industries.
  • Rohm’s acquisition of Kionix. We represented Rohm Co., Ltd, a leading semiconductor manufacturer, in its acquisition of Kionix, Inc., a  leading privately held supplier of MEMS (microelectromechanical systems) inertial sensors, including sensors used in products such as the iPhone and the Nintendo Wii.
  • Japan Retail Fund Investment’s (JRF) proposed merger with LaSalle Japan (LJR). We are currently representing LJR in  its proposed merger with and into TSE-listed JRF.
  • Kansai Urban Banking's ¥22.3 billion acquisition of Biwako Bank.  We are representing Kansai Urban Banking Corp., a Tokyo Stock Exchange-listed Japanese bank, as U.S. securities law advisor in connection with its acquisition of Biwako Bank, Ltd., an Osaka Securities Exchange-listed bank, through a merger.
  • Wacoal Holding’s ¥2.5 billion acquisition of Lecien. We represented Wacoal Holdings Corp., an SEC-reporting Japanese issuer, as U.S. securities law advisor in connection with its acquisition of Lecien Corporation, a manufacturer/seller of women’s innerwear, clothing and accessories, through a share exchange.
  • Dickson Concepts’ sale of Polo Ralph Lauren Asia Business. We represented Dickson Concepts and certain of its affiliates in its sale to Polo Ralph Lauren Corporation of the Polo Ralph Lauren wholesale and retail distribution business in Hong Kong, China, Taiwan, Singapore and Malaysia.
  • DeNA’s acquisition of IceBreaker. We represented DeNA Co. Ltd., an e-commerce service provider, in its acquisition of mobile social networking service providers IceBreaker U.S and IceBreaker China. 
  • Hitachi’s acquisition of Nortel assets. We represented Hitachi in its purchase from Nortel Networks Ltd. and Nortel Networks Inc. of certain software and equipment that facilitate the transfer of data over wireless networks.
  • Nexon’s equity investment in Fantage.com.  We represented Nexon Japan in its 30% common stock investment in Fantage.com, Inc., a New Jersey company that operates a next-generation virtual community site targeted to young computer users.

2007/2008:

  • Citigroup’s $4.6 billion tender offer for Nikko Cordial.  We represented GCA and Greenhill, as joint financial advisors to Nikko Cordial’s board of directors, in connection with Citigroup's $4.6 billion offer for the remaining publicly held shares of Nikko Cordial.  This transaction completed the largest ever foreign acquisition of a Japanese company, and the first time that shares of a foreign company were offered in a “kabushiki kokan” (statutory share exchange) transaction in Japan.
  • Ricoh’s $2.4 billion acquisition of IKON.  We represented Ricoh in its $2.4 billion acquisition of IKON Office Solutions, the world’s largest independent channel for document management systems and services, including approximately 24,000 employees in over 400 locations in North America and Europe.
  • Kenwood’s $950 million merger with JVC.  We represented Kenwood and JVC in international antitrust and securities aspects of their business integration under a new joint holding company, JVC Kenwood Holdings.
  • GCA’s $780 million acquisition of Savvian.  We represented GCA Holdings, Japan’s largest independent M&A advisory firm, in its $780 million combination with Savvian, a US-based investment bank.  This transaction involved the first use of Japan’s “kabushiki iten” (share transfer) transaction structure in a combination with a US company.
  • Pentax’s $800 million merger with HOYA.  We represented Pentax in international aspects of its $800 million merger with HOYA, resulting in the creation of Hoya Pentax HD Corp.
  • Nomura Principal’s $870 million MBO of Tsubaki Nakashima.  We represented Nomura Principal Finance in the international aspects of its $870 million management buyout of Tsubaki Nakashima, a Japan-based precision ball bearing manufacturer. 
  • Sumitomo Heavy’s proposed $640 million acquisition of Axcelis. We represented Sumitomo Heavy in its proposed hostile bid, together with TPG, to acquire semiconductor equipment maker Axcelis Technologies for $640 million.
  • Sumitomo Heavy’s $110 million acquisition of Demag.  We represented Sumitomo Heavy in its acquisition of Demag Ergotech and Van Dorn Demag Corporation from Kraussmaffei Financial Services and Madison Capital Partners for $110 million.
  • Astellas’s $540M acquisition of Agensys.  We represented Astellas Pharma Inc. in its $540 million acquisition of Agensys Inc, a Santa Monica-based biotech firm.  The acquisition is Astellas’s largest since its formation through the merger of Yamanouchi Pharmaceutical and Fujisawa Pharmaceutical Co., a transaction on which we also advised.
  • TDK’s $350 million acquisition of Alps HDD Head Business.  We represented TDK in its purchase of Alps’s business for the development, commercialization and manufacture of heads for hard disk drives for $350 million. 
  • TDK’s $260 million sale of its recording media business to Imation.  We represented TDK in the sale of its recording media business (including branded tape, DVD, CD and similar products) to Imation for $260 million in Imation shares and cash.
  • TDK’s $125 million acquisition of a controlling interest in Magnecomp.  We represented TDK in antitrust aspects of its acquisition of a 74% interest in Magnecomp Precision Technology, a Thailand-based maker of key components for magnetic heads used in hard disk drives for $125 million.
  • Toshiba's acquisition of Camargo Corrêa Equipamentos e Sistemas S.A.  We represented Toshiba in its acquisition of Camargo Corrêa Equipamentos e Sistemas S.A., one of Brazil’s largest manufacturers of air-insulated switchgear and a key provider of substations for electricity transmission and distribution networks.
  • Sokkia's $200 million acquisition by Topcon. We represented Sokkia Co., Ltd. in international aspects of its acquisition by Topcon Corporation for approximately $200 million.
  • SRI Sports’ $130 million acquisition of Cleveland Golf.  We represented SRI Sports in its $130 million acquisition of Cleveland Golf Company, a California-based maker of high performance golf equipment, from Quiksilver.
  • Fujitsu’s $150 million purchase of Spansion fabrication facilities.  We represented Fujitsu in its $150 million purchase from Spansion Limited of two semiconductor fabrication facilities located in Aizu-Wakamatsu, Japan, and related equipment lease, supply and employee transfer arrangements.
  • THK’s $100 million acquisition of Rhythm from Carlyle.  We represented THK, the world’s leading manufacturer of linear-motion guide systems, in U.S. aspects of its acquisition of Rhythm from The Carlyle Group for $100 million.
  • Hitachi’s acquisition of a controlling stake in M-Tech Information Technology.  We represented Hitachi, Ltd. in its acquisition of a majority stake of M-Tech Information Technology, Inc., a leading provider of identity management software and services headquartered in Calgary, Canada. 
  • Hitachi Data Systems’ acquisition of Archivas.  We represented HDS in its purchase of Archivas, a U.S. developer of software archiving software.
  • Fuji Electric’s joint venture with Schneider.  We represented Fuji Electric and its wholly-owned subsidiary, Fuji Electric Components & Systems, in their joint venture with Schneider to combine the parties’ businesses for the development, manufacture and sale of electrical distribution and industrial control equipment in Japan,  including more than 3,000 employees and annual revenues of over 70 billion yen.
  • Dai Nippon Printing's acquisition of ink ribbon business from Sony Chemical.   We represented Dai Nippon Printing in its acquisition of the thermal transfer ribbon business and dye-sublimation ink ribbon business of Sony Chemical and its affiliates, including business assets in US, the Netherlands, Japan, Singapore and Hong Kong.
  • Solo Cup Company’s sale of Solo Cup Japan.  We represented Solo Cup Company in the sale of its Japanese subsidiaries, Yugen Kaisha Solo Cup Asia-Pacific and Solo Cup Japan Co., Ltd. to Phoenix Capital.
  • Daifuku purchase of Jervis B. Webb Company.  We represented Daifuku Co., Ltd. in its acquisition of Jervis B. Webb Company, a world leader in material handling systems and technology based in Michigan.
  • Furukawa Electric’s acquisition of FCI Japan.  We represented Furukawa Electric Co., Ltd. in its acquisition of the connector business of FCI Japan, the Japanese unit of French control instruments maker FCI.
  • Nippon Kayaku’s acquisition of MicroChem. We represented Nippon Kayaku Co., Ltd., a manufacturer of fine chemicals, in its purchase of MicroChem, a leader in the development of new epoxy materials.
  • Sumisho Computer Systems’ acquisition of B4 Consulting.  We represented Sumisho Computer Systems in its acquisition of B4 Consulting Inc, a provider of information technology services.
  • Yahoo Japan’s acquisition of Overture.  We represented Yahoo Japan in its acquisition of online advertising firm Overture KK.   We previously represented Yahoo Japan in its sponsored search relationship with Overture.

 

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