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.

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 M&A volume among foreign law firms in Japan 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.

For instance, just this year, we have handled one of the largest-ever mergers in Japanese securities industry (the $5 billion merger of MUFG's securities subsidiary, Mitsubishi UFJ Securities, with Morgan Stanley Japan to create Japan's fourth largest securities firm), have handled Japan's first-ever successful hostile take over of a listed US company (Astellas' $4 billion acquisition of OSI Pharmaceuticals), and represented JAL in its negotiations with both American Airlines and Delta for a broadened commercial relationship and billion dollar capital infusion.

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

2010:

  • MUFG’s $5 billion combination of its securities business with Morgan Stanley (Japan).  We represented Mitsubishi UFJ Financial Group (MUFG) in the combination of its securities business, Mitsubishi UFJ Securities Co., Ltd. (MUS), with Morgan Stanley Japan.  The combined entity, on formation, was one of Japan’s 4 largest investment banks. 
  • Astellas’ $4 billion acquisition of OSI Pharmaceuticals.  We represented Astellas, Japan’s second largest pharmaceuticals company, in its $4 billion acquisition of OSI Pharmaceuticals, the first ever unsolicited cross-border tender offer by a Japanese company.
  • NECEL’s $3.9 billion merger with Renesas Technology.  We represented NEC Electronics (NECEL) in its merger with Renesas, resulting in the formation of the world's third-largest semiconductor company.
  • Toshiba’s $2 billion semiconductor joint venture with SanDisk.  We represented Toshiba in the formation of a $2 billion joint venture with SanDisk to expand the parties’  NAND flash manufacturing capabilities.  We also represented Toshiba in the 2009 restructuring of the parties’ prior joint venture, including Toshiba’s acquisition of $1.8 billion of manufacturing equipment from the JV.
  • Mitsui and Tokyo Gas’ $1.2 billion acquisition of Mexican Power Stations.  We represented Mitsui and Tokyo Gas in their $1.2 billion acquisition of a controlling interest in five gas-fired power stations in Mexico and a related gas pipeline company.
  • ON Semiconductor’s acquisition of Sanyo Semiconductor.  We are representing ON Semiconductor in its proposed acquisition of Sanyo Semiconductor, the first ever acquisition of a major Japanese semiconductor company by a US company (and one of the largest inbound investments into Japan to date).
  • NTT Data’s $200 million acquisition of Intelligroup.  We represented NTT Data Corporation in its $200 million tender offer for OTC-listed Intelligroup, Inc., a US-based systems integration company.
  • Toshiba’s investment in US Enrichment Corp (USEC).  We are representing Toshiba in its proposed investment in USEC, America’s sole producer of enriched uranium for the country’s nuclear power plants.
  • Toshiba’s sale of its Singapore LCD Manufacturing Facilities to AU Optronics.  We represented Toshiba and its subsidiary, Toshiba Mobile Display, in the sale of their LCD manufacturing facilities to AU Optronics of Taiwan.
  • Fujitsu’s acquisition of Toshiba’s cell phone business.  We are representing Fujitsu Limited in its acquisition of Toshiba’s cell phone business and merger of the acquired business with its own business to create Japan’s #2 cell phone manufacturer.
  • Fuji Electric's joint venture with GE.  We represented Fuji Electric in its joint venture with General Electric for the design, manufacture and marketing of electric meters, including smart meters.
  • Rakuten's internet joint venture with Baidu.  We represented Rakuten, Japan's largest online retailer (and the world's second largest internet retailer by revenues) in its joint venture with Baidu to form an online Chinese e-commerce website.
  • Yahoo! Japan’s search transaction with Google.  We represented Yahoo! Japan, Japan's leading Internet portal, in its search transaction with Google Inc., pursuant to which Yahoo! Japan will migrate its web search services and search advertising services to platforms provided by Google.
  • Topcon's acquisition of OptiMedica's retina business.  We represented Topcon in its acquisition of OptiMedia's glaucoma and retina businesses.
  • JAL’s proposed alliance with Delta/American Airlines.  We represented Japan Airlines in its negotiation of its proposed strategic and capital alliances with Delta and American Airlines as part of JAL’s ongoing restructuring.

    2009:

    • LaSalle Japan (LJR)’s $7 billion merger with Japan Retail Fund.  We represented LaSalle Japan Inc. in its merger with Japan Retail Fund to create Japan's second largest listed REIT, with assets of over $7 billion.
    • 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 the acquisition by Toshiba of $1.8 billion of equipment from the joint ventures. 
    • Astellas’ $1 billion bid for CV Therapeutics.  We represented Astellas in its $1 billion hostile bid to acquire CV Therapeutics, Inc.
    • Fujitsu’s $360 million sale of its hard disk drive business to Toshiba.  We represented Fujitsu in the sale of an 80% stake in its HDD business, with operations in Japan and in more than a dozen other countries, to Toshiba.  Fujitsu’s retained 20% stake will be sold over a period of years.
    • Taisho’s $310 million acquisition of Bristol-Myers’s Asia Pacific OTC business.  We represented Taisho Pharmaceutical in its $310 million 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.
    • Rohm’s acquisition of Kionix.  We represented Rohm in its acquisition of Kionix, Inc., a leading privately held supplier of MEMS (microelectromechanical systems) inertial sensors, including sensors used in such products such as the iPhone and the Nintendo Wii.  
    • Nikon’s acquisition of Metris.  We represented Nikon in its acquisition of Metris NV, a publicly-listed Belgian maker of laser and other precision, three-dimensional measuring equipment.
    • Fujitsu’s sale of its HDD media business to Showa Denko.  We represented Fujitsu in the sale to Showa Denko of its hard disk drive media business.   
    • Fujitsu’s ¥25 billion acquisition of Fujitsu Business Systems.  We represented Fujitsu in its acquisition of the publicly-held minority interest in Fujitsu Business Systems, Ltd., its Tokyo Stock Exchange-listed subsidiary, for ¥25 billion (approximately $250 million).  
    • 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 software and equipment that facilitate the transfer of data over wireless networks.  
    • Dickson Concepts’ sale of Polo Ralph Lauren Asia Business.  We represented Dickson Concepts 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.

    2008-2006:

    • Fujisawa’s $7.6 billion merger with Yamanouchi.  We represented Fujisawa Pharmaceutical in international aspects of its $7.6 billion merger with Yamanouchi Pharmaceutical.  The merger integrated Japan’s 2nd and 11th largest pharmaceutical companies to create Astellas.
    • Sankyo’s $7.7 billion merger with Daiichi.  We represented Sankyo in international aspects of its $7.7 billion merger with Daiichi Pharmaceutical.  The merger integrated Japan’s 3rd and 7th largest pharmaceutical companies to create Daiichi Sankyo.
    • Citigroup’s $4.6 billion tender offer for Nikko Cordial.  We represented Greenhill and GCA, 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. “M&A Deal of the Year” - IFLR Asian Awards 2008. 
    • 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.
    • Hitachi’s $2 billion acquisition of IBM’s hard disk drive business.  We represented Hitachi in its $2 billion acquisition of IBM’s hard disk drive business.  IBM’s HDD business included more than 17,000 people, with manufacturing, research & development, and distribution facilities in over two dozen countries around the world. 
    • Yahoo!’s $1 billion investment in SOFTBANK’s China affiliates, Alibaba and Tao Bao.  We represented SOFTBANK in connection with Yahoo!’s $1 billion investment in SOFTBANK’s China affiliates, Alibaba and Tao Bao.  In the transaction, Yahoo! paid $1 billion and contributed its existing China business to Alibaba in return for a 40% stake in the newly combined Alibaba/Tao Bao entity.
    • 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.
    • Kenwood’s $934 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 Silicon Valley investment advisor Savvian.  This transaction involved the first use of Japan’s “kabushiki iten” (share transfer) transaction structure in a combination with a US company.
    • 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.
    • 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 $110 million acquisition of Demag.  We advised Sumitomo Heavy in its acquisition of Demag Ergotech and Van Dorn Demag Corporation from Kraussmaffei Financial Services and Madison Capital Partners for $110 million.
    • 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.

     

     

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