---

• Ranked Tier 1 for M&A in Japan by Chambers Global
• Ranked Tier 1 for M&A in Japan by International Financial Law Review (IFLR)
• Bloomberg - #1 in Announced Japan Deals in both 2006 and 2007
• MergerMarket - #1 in Announced Japan Deals in 2007

Morrison & Foerster’s Tokyo office has the most active M&A practice of any global firm in Tokyo having completed more than 200 publicly announced transactions in Tokyo since 2000 (and having been ranked #1 by Bloomberg, by volume of Japan-related deals completed, in each of the last two years).

Our Tokyo attorneys have extensive experience in representing both Japanese and nonJapanese 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, since the beginning of 2007, we have completed acquisitions, spin-outs or joint ventures for such companies as Fujitsu, Toshiba, Hitachi, Hitachi Data Systems, Astellas, TDK, Daifuku, and Yahoo! Japan.

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

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 completes the largest ever foreign acquisition of a Japanesecompany, and the first time that shares of a foreign company were offered in a “kabushiki kokan” (statutory share exchange) transaction in Japan.
• Ricoh’s $1.6 billion acquisition of IKON. We are representing Ricoh in its proposed acquisition of IKON Office Solutions, the world’s largest independent channel for document management systems and services, for $1.6 billion. IKON has approximately 24,000 employees in over 400 locations in North America and Europe.
• Kenwood’s $950 million merger with JVC. We are representing Kenwood and JVC in international antitrust and securities aspects of their proposed business integration under a new joint holding company, JVC Kenwood Holdings (to be formed on October 1, 2008).
• 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 marked 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 JPY 90.5 billion ($800 million) merger with HOYA. The transaction included a stock swap and resulted 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 diligence, antitrust, and financing of its $870 million management buyout of Tsubaki Nakashima, a Japan-based precision ball bearing manufacturer. In the transaction, Nomura acquired a 97.18% stake in Tsubaki through a tender offer, and on successful conclusion of the tender offer, Tsubaki managers and employees acquired 10% of the company’s outstanding shares.
• Sumitomo Heavy’s $640 million acquisition of Axcelis. We are currently representing Sumitomo Heavy in its hostile bid, together with TPG, to acquire semiconductor equipment maker Axcelis Technologies for $640 million.
• 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.
• Astellas’ $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' 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’ 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 are representing TDK in antitrust aspects of its proposed 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.
• 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 proposed joint venture with Schneider. We are representing Fuji Electric and its wholly-owned subsidiary, Fuji Electric Components & Systems, in their proposed joint venture with Schneider to combine the parties’ businesses for the development, manufacture and sale of electrical distribution and industrial control equipment in Japan. The new JV entity that will be majority controlled by Fuji Electric, will have more than 3000 employees and annual revenues of over 70 billion yen.
• Dai Nippon Printing's acquisition of ink ribbon business from Sony Chemical. Advised Dai Nippon Printing Co., Ltd. in its acquisition of the thermal transfer ribbon business and dye-sublimation ink ribbon business of Sony Chemical & Information Device Corporation 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.
• 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.

2006/2005

• 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, one of Japan’s three largest pharmaceutical companies, and was the largest pharmaceutical merger in Japan to date at closing.
• 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, Japan’s second largest pharmaceutical company.
• 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. Hitachi purchased the business over three years, with the final closing in December, 2005.
• 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.
• Air Liquide’s $780 million acquisition of Japan Air Gases. We represented Air Liquide in its $780 million acquisition of the remaining 45% stake in Japan Air Gases, a major Japan-based supplier of industrial and medical gases from The Linde Group.
• Toshiba’s $500 million sale of its silicones JV to General Electric. We represented Toshiba in its $500 million sale to General Electric of Toshiba’s equity interests in GE Toshiba Silicones, Toshiba’s silicones products joint venture with GE.
• Kajima’s $500 million sale of the Four Seasons Resort Hualalai. We represented Kajima Corporation in its $500 million sale of the Four Seasons Resort Hualalai, on Hawaii’s big island, to a joint venture owned by two large private equity funds. The sale included the development rights to over 200 luxury home sites, two championship 18-hole golf courses designed by Jack Nicklaus and Tom Weiskopf, a full service fitness facility, and the Four Seasons Resort Hualalai.
• Rakuten’s $425 million purchase of Linkshare. We represented Rakuten in its purchase of Linkshare Corporation, a leader in the U.S. online affiliate marketing business, for $425 million.
• ACCESS’ $350 million acquisition of PalmSource. We represented ACCESS, a leading provider of content for mobile devices, in its acquisition of PalmSource, Inc., a NASDAQ-listed software developer best known for developing the operating system for Palm products, for $350 million.
• Nokia’s mobile phone joint venture with Sanyo. We represented Nokia in its proposed joint venture with Sanyo Electric that would have combined their respective CDMA mobile phone businesses worldwide into a new jointly-owned U.S. entity. The venture, which the parties ultimately decided not to pursue, would have created one of the top two largest CDMA mobile phone makers in the world, with most of its 3,500 employees in Japan and California.
• Thomson’s $110 million tender offer for Canopus. We represented Thomson SA in its $110 million tender offer for Canopus, a Kobe-based developer of high-performance video encoding/decoding technology.
• NTT DoCoMo’s acquisition of Guam Cellular and Guam Wireless. We represented NTT DoCoMo in its acquisition of both Guam Cellular & Paging and Guam Wireless, Guam’s two leading wireless communications providers.
• Recruit’s $135 million investment in 51job. We represented Recruit, Japan’s leading human resources company, in its $135 million investment in NASDAQ-listed 51job, China’s leading provider of employment information services. The transaction will ultimately result in Recruit becoming 51job’s largest shareholder.
• Sumitomo’s $225 million investment in San Cristobal Silver and Zinc Mine. We represented Sumitomo Corporation in its $225 million investment in the giant San Cristobal silver and zinc mine in Bolivia, and creation of a strategic alliance with the project’s principal other investor Apex Silver Mines, a publicly-listed U.S. mining company. Sumitomo was also granted a two-year option to acquire interests in several other exploration projects in Peru, Mexico, Argentina and Bolivia.
• TDK’s $110 million acquisition of Amperex Technology. We represented TDK in its acquisition of Amperex Technology, a China-based manufacturer of lithium batteries.
• Fujitsu’s sale of Fujitsu Hitachi Plasma Display. We represented Fujitsu in its sale to Hitachi of a 30% interest in Fujitsu Hitachi Plasma Display Limited, a leading manufacturer of plasma display panels, as well as in the related transfer of certain PDP patents to Hitachi.
• Fujitsu Consulting’s acquisition of Rapidigm. We represented Fujitsu Consulting in its acquisition of Rapidigm, a privately-held information technology consulting and integration firm with offices throughout the United States and offshore development centers in India.
• The IRCJ’s sale of OCC to Longreach. We represented The Industrial Revitalization Corporation of Japan (IRCJ) in the sale of OCC, a leading manufacturer of optical cable and related products, to private equity firm Longreach Capital.
• ACCESS’ acquisition of IP Infusion. We represented ACCESS in its acquisition of IP Infusion Inc., a leading provider of network software for mobile phones.
• Mitsui’s Purchase of Calpine’s interest in Valladolid. We represented Mitsui & Co. in its purchase of Calpine Corporation’s interest in Mexico’s Valladolid power project in connection with Calpine’s filing for Chapter 11 protection in the United States.
• Shidax’s acquisition of Patina Restaurants. We represented Shidax, a Japanese food service provider, in its $65 million acquisition of a majority interest in Patina Restaurants, a global restaurant chain. Patina operates restaurants in New York, California, and Washington D. C., including Café Pinot in Los Angeles.
• Nagano Keiki’s acquisition of Ashcroft. We represented Nagano Keiki, Asia’s leading manufacturer of pressure and temperature gauges, in its $55 million acquisition of Ashcroft.
• Terumo’s acquisition of MicroVention. We represented Terumo in its acquisition of MicroVention Inc., a privately held medical device company based in Orange County, California that focuses on the development of endovascular coils and related products for the treatment of cerebral aneurysms.
• Bic Camera’s acquisition of Sofmap. We represented Bic Camera, a privately-held electronics retailer, in the capital restructuring of Sofmap Co., a TSE-listed retailer. In the transaction, Bic increased its stake in Sofmap from 14. 5% to 62% by acquiring common and preferred shares through a third-party allotment.
• Fujikura’s acquisition of ACE. We represented Fujikura in its acquisition of a 60% stake in Auxiliar de Componentes Eléctricos (ACE), an automotive parts manufacturer with production facilities in Spain, Romania and Mexico.
• Dainippon Ink & Chemicals’ sale of its Reichhold Division. We represented DIC in its sale to management of DIC’s Reichhold Division, consisting of more than 45 companies with 1700 employees, 16 manufacturing facilities and 9 R&D and technical support centers located in countries throughout North and South America, Europe and the Middle East. The transaction also involved the restructuring of over $400 million in debt.
• Cecile’s $175 million acquisition by Livedoor. We represented Cecile, a leading mail-order retailer, in its business tie-up with Livedoor, an internet service company. In the first phase of the deal, Livedoor purchased a 25.73% interest in Cecile from its largest shareholders for $90 million. Livedoor purchased at least 24.4% of Cecile shares, via a tender offer, for an additional $85.4 million.
• Sega’s acquisition of KUSH and Sale of Virtual Concepts. We represented Sega in its acquisition of U.S. sports video game developer KUSH, the integration of KUSH with Sega’s Virtual Concepts subsidiary, and the sale of Virtual Concepts to Take-Two.
• Kirin’s acquisition of Hematech LLC. We represented Kirin Brewery in its $45 million acquisition of Hematech, Kirin’s U.S. collaboration partner for the development of human antibodies.
• Index’s acquisition of Shenzhen Skyinfo. We represented Index, a leading Jasdaqlisted wireless service provider, in its $80 million acquisition of Shenzhen Skyinfo Telecom, China’s 3rd largest mobile content provider.
• Fujikura’s restructuring of its Joint Venture with Alcoa. We represented Fujikura in its divestiture of a 49% equity interest in Alcoa Fujikura Ltd, a joint venture with Alcoa, Inc., and in its simultaneous acquisition of AFL’s Telecommunication Division and automotive division.
• Omron Healthcare’s acquisition of Colin Medical Technology. We represented Omron Healthcare, a subsidiary of Omron Corp., in its acquisition of Colin Medical from Carlyle. Colin Medical is a leading manufacturer of blood pressure and vital signs monitors and related equipment.
• Zeon’s sale of Biomune animal vaccine business. We represented Zeon in the sale of its recombinant and conventional animal vaccine U.S. subsidiary, Biomune, to Ceva Santé Animale, an animal health company based in France.
• Paribas’ acquisition of the Credit Agricole’s Asian Equity Execution Business. We represented BNP Paribas in acquiring the Japan and Hong Kong equity execution businesses of Credit Agricole.
• Kamata’s acquisition of Aqua Clara’s delivery business. We represented Kamata in its acquisition of the HOD (home and office delivery) business of Aqua Clara brand mineral water from Aqua Clara Japan KK. Aqua Clara has 85 franchisees and 210,000 end purchasers around Japan and sold the HOD business to Kamata out of bankruptcy.
• Amana’s $50 million sale of its U.S. business to Getty Images. We represented Amana, a leading Japanese online photo stock company, in the sale of its U.S. and European operations to Getty Images.
• Terumo’s acquisition of Mission Medical. We represented Terumo Corporation in its acquisition of the remaining 78% of the outstanding shares of Mission Medical Inc. that Terumo did not already own.
• Dainippon Screen’s acquisition of Inca Digital Printers. We represented Dainippon Screen, one of the world’s largest manufacturers of printing components, in its $53 million acquisition of UK-based Inca Digital Printers.

Morrison & Foerster is particularly active in all aspects of M&A auctions, working with both private equity and strategic bidders. Since 2005, we have represented sellers or bidders in auctions involving over $15 billion in corporate assets, including:

• Representing a major international private equity fund in a $2.5 billion bid to acquire Korea’s Jinro, the world’s largest alcoholic producer.
• Representing a consortium of major international private equity funds in fair bid for Sanyo Semiconductor.
• Representing a major international private equity fund in a bid to acquire a TSE listed global technology concern.
• Representing a global private equity fund in a bid to acquire a Micronesian hotel.
• Representing a Japanese private equity fund in a bid to acquire a division of a Japanese pharmaceutical company.
• Representing a major Japanese printing company in a bid to acquire a New Hampshire-based specialty printing concern.
• Representing a Japanese semiconductor company in a bid to acquire a division of a Nasdaq-listed U.S. company.
• Representing a second Japanese semiconductor maker in an auction sale of one of its fabrication businesses.
• Representing a Japanese utility in a joint bid to acquire a global energy production company
• Representing a Japanese component manufacturer in a bid to acquire a Los Angelesbased instrumentation company.
• Representing a Japanese Internet company in a bid to acquire a privately held U.S. Internet company.
• Representing a publicly traded Japanese photographic products company in the auction sale of its international operations.

Some notable past matters we have handled:

2004

• Ricoh’s $600 million acquisition of Hitachi’s printing business. We represented Ricoh in international aspects of its $600 million acquisition of Hitachi’s printing business, including facilities in the United States, Mexico and Europe.
• Rakuten’s $110 million investment in Ctrip. We represented Rakuten, Japan’s largest online retailer, in its $110 million investment in NASDAQ-listed Ctrip, China’s largest travel consolidator and online travel site.  The transaction was Rakuten’s first substantial overseas investment and resulted in Rakuten becoming Ctrip’s largest shareholder.
• Advanced Semiconductor Engineering’s acquisition of NEC Electronics’ packaging facilities. We represented Taiwan’s Advanced Semiconductor Engineering (ASE), the world’s largest semiconductor packaging and testing company, in its acquisition of the packaging and testing facilities of NEC Electronics located in Takahata, Japan.
• ARRK’s tender offer for Avaplas. We represented ARRK Corporation in its tender offer for a majority of the outstanding shares of Avaplas, a Singapore company engaged in the manufacture of precision plastic components.
• Aplix’s acquisition of iaSolution. We represented Aplix Corporation, a leading maker of Java-based software applications, in its $70 million acquisition of Taiwan’s iaSolution and in its concurrent ¥5.9 billion registered offering of Aplix common stock to certain iaSolution shareholders.

2003

• Fujitsu’s joint venture with AMD to form Spansion. We represented Fujitsu in the restructuring and expansion of its long-standing flash memory joint venture with Advanced Micro Devices (AMD).  The restructuring resulted in the creation of the world’s second largest producer of flash memory, with annual sales of over $3 billion and over 7,000 employees on formation.
• Air Liquide’s combination with BOC Group and tender for their listed Japanese subsidiary. We represented Air Liquide, a leading manufacturer of medical and industrial gases, in the merger of its TSE listed Japanese subsidiary with the Japanese subsidiary of The BOC Group, and in Air Liquide’s subsequent $150 million tender offer for the listed shares of the combined entity.
• Intel Capital’s $150 million investment in Elpida. We represented Intel Capital in its $150 million investment in Elpida Memory, a joint venture between Hitachi and NEC which is the world's fifth largest DRAM chip manufacturer.

2002

• Thomson’s acquisition of Panasonic Disc Services. We represented Thomson Multimedia in the acquisition of Panasonic Disc Services Corp., a subsidiary of Matsushita Electric.
• Softbank’s acquisition of a joint controlling stake in Korea First Bank. We represented Softbank in its acquisition, together with Newbridge Capital, of a controlling interest in Korea First Bank (in 2000) and in its subsequent sale to Newbridge (in 2002) of its interest in the parties’ investment vehicle.
• ITOCHU’s acquisition of a controlling stake in Excite Japan. We represented ITOCHU Corporation in its acquisition of a controlling interest in Excite Japan.

2001

• Softbank’s $1.5 billion strategic alliance with Cisco Systems. We represented Softbank in its $1.5 billion strategic alliance with Cisco, including Cisco’s $200 million investment in Softbank, repurchase of an 11% interest in Cisco Japan for $275 million and funding of a $1 billion private equity fund focusing on wireless and broadband service providers in Asia.
• The merger of Sanwa Bank and Tokai Bank to form UFJ. We represented Sanwa Bank and Tokai Bank in the merger of Sanwa Bank of California and Tokai Bank of California in connection with the formation of UFJ Bank.
• Benesse’s tender offer for Berlitz. We represented Morgan Stanley as investment advisor to Benesse in its $180 million cash tender offer for Berlitz International.
• Carlyle’s investment in eAccess. We represented Carlyle as a lead investor (together with Japan Telecom and Goldman Sachs) in its $100 million investment in eAccess, a Japanese provider of broadband-Internet access services.

2000

• NTT’s $5 billion tender offer for Verio. We represented Verio, the world’s largest operator of web sites for businesses, in NTT’s $5 billion tender offer for, and acquisition of, the company.
• The Initial Formation of J-Phone. We represented Vodafone AirTouch in the initial formation of J Phone Communications, a joint venture with Japan Telecom and BT to provide $6.4 billion in funding for the build out of mobile phone systems by regional J Phone companies.
• Softbank’s $250 million investment in Korea Thrunet. We represented Softbank in its $250 million investment in Korea Thrunet, a leading operator

See also Joint Ventures & Global Strategic Alliances for other Mergers and Acquisitions experience.