Morrison & Foerster acted as sole counsel to GCA Corporation (TYO:2174), the Tokyo-based premier global investment banking firm, in the recommended tender offer to its shareholders by the global investment bank Houlihan Lokey, Inc. [NYSE:HLI] for a total cash purchase price of JPY65 billion (or approximately US$591 million at current exchange rates).
According to the terms of the definitive agreement, Houlihan Lokey will acquire, via tender offer, all outstanding shares of GCA for JPY1,380 (approximately US$12.55) per share in cash, in addition to all GCA stock options. The purchase price represents a 40.3% premium to the three-month simple average of GCA’s share price and a 31.3% premium to the closing stock price on August 2, 2021.
The combined firms will form one of the largest independent global M&A advisory firms.
The closing of the tender offer is subject to receiving certain regulatory approvals and the tender to Houlihan Lokey of shares representing at least two-thirds of GCA’s fully diluted outstanding common stock. The tender offer is expected to close later this year. Following the successful completion, it is expected that Houlihan Lokey will acquire all shares not tendered through a second step at the same price.
The MoFo team advising GCA was led by Nozomi Oda (corporate partner located in Tokyo), with support from Jeremy White (corporate partner located in Tokyo), Adam Harris (corporate associate located in Tokyo), and a further 30+ fee earners in seven of the firm’s offices globally.