Idemitsu Kosan Co.,Ltd. (TSE:5019) proposed to acquire 70.42% stake in Fuji Oil Company, Ltd. (TSE:5017) from a group of sellers for ¥26.1 billion on September 11, 2025. A cash consideration valued at ¥480 per share will be paid by Idemitsu Kosan Co.,Ltd. for 54.393425 million shares. The sellers in the transaction are The Master Trust Bank of Japan, Ltd. (Trust Account), Kuwait Petroleum Corporation, Nippon Yusen Kabushiki Kaisha (TSE:9101), Custody Bank of Japan, Ltd. (Trust Account), ENEOS Holdings, Inc. (TSE:5020), Japan Airlines Co., Ltd. (TSE:9201), Kiyo Koyama and Yusuke Kida. On September 11, 2025, the Offeror entered into a non-tender agreement for the Tender Offer with the Government of the Kingdom of Saudi Arabia.
The transaction is subject to approval by target shareholder and minimum tender of 27,693,547 shares, if the total number of Tendered Shares is equal to or exceeds the minimum planned purchase quantity, the Tender Offeror will purchase all of the Shares. The deal has been approved by the board of Fuji Oil Company. Tender Offeror conducted due diligence on the Target Company from mid-June 2025 to early September 2025. The expected completion of the transaction is October 28, 2025.
Mizuho Securities Co., Ltd. acted as financial advisor for Fuji Oil Company, Ltd. Plutus Consulting Co., Ltd. acted as fairness opinion provider for Special committee of Fuji Oil Company, Ltd. Iwata Godo Attorneys and Counselors at Law acted as legal advisor for Fuji Oil Company, Ltd. Mikiharu Mori of Tokyo International Law Office acted as legal advisor for Fuji Oil Company, Ltd. JPMorgan Securities Japan Co., Ltd. acted as financial advisor for Idemitsu Kosan Co.,Ltd. Daiwa Securities Co. Ltd. acted as tender offer agent in the transaction. Yuki Oi, Takeshi Nemoto, Kazumaro Kobayashi, and Tomonori Maezawa of Nishimura & Asahi acted as legal advisors to Idemitsu Kosan Co.,Ltd.
Japan Airlines Co Ltd is a Japan-based company principally engaged in aviation business. The Company is involved in the regular and irregular air transportation business for international and domestic passengers and cargo, aircraft use business, as well as other incidental or related businesses, such as the provision of airport passenger services, ground handling, maintenance, freight, passenger sales and airport peripheral business. The Company is also involved in the travel planning and sales business which includes planning sales, baggage delivery, system development and operation, provision of ticketing system for travel industry, as well as credit card business for travels by air transport.
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