Envipro Holdings Inc. (TSE : 5698) completed the acquisition of 83.70335% Nitto Kako Co.,Ltd. (TSE : 5104) from Osaka Soda Co., Ltd. and others for ¥1.6 billion.
March 27, 2023
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Envipro Holdings Inc. (TSE : 5698) made an tender offer to acquire Nitto Kako Co.,Ltd. (TSE : 5104) from Osaka Soda Co., Ltd. (TSE:4046) and others for ¥1.9 billion on February 10, 2023. Under terms of transaction, Envipro Holdings will acquire 3.8 million shares at ¥490 per common share. Envipro Holdings will use own funds to funds the transaction. In conducting the Tender Offer, the Tender Offeror has entered into a tender offer agreement with Osaka Soda Co., Ltd., the largest and major shareholder and other related company of the Target Company (number of Target Company shares held: 1,200,000; shareholding ratio: 31.27%), dated today, pursuant to which Osaka Soda Co., Ltd. will tender all of its Target Company shares to the Tender Offer. Tender Offeror intends to make the Target Company a wholly owned subsidiary of the Tender Offeror through the Tender Offer, it has set the lower limit of shares sought for purchase at 2,558,300 shares (shareholding ratio: 66.67%). If the takeover bid is completed with the bidder acquiring 90% or more of the total voting rights of the Company, the bidder will demand the sale of all the remaining shares. Tender offer commence from February 13, 2023 to March 28, 2023. Commencement date of settlement will be April 4, 2023. Nimbus Associates Inc. and Shibata, Suzuki & Nakada acted as financial and legal advisor to Envipro Holdings. Nihon M&A Center and Hayabusa Asuka Law Offices acted as financial and legally advisor to Nitto Kako. CPA Partners, LLC and Shibata, Suzuki & Nakada acted as due diligence provider to Envipro Holdings Inc.
Envipro Holdings Inc. (TSE : 5698) completed the acquisition of 83.70335% Nitto Kako Co.,Ltd. (TSE : 5104) from Osaka Soda Co., Ltd. (TSE:4046) and others for ¥1.6 billion on March 28, 2023.
ENVIPRO HOLDINGS Inc. is a Japan-based holding company primarily engaged in the recycling of resources. The Company mainly collects metal scrap and industrial wastes discharged from corporations or dismantled properties, and transports them to intermediate treatment plants owned by its subsidiaries. In the intermediate treatment plants, the recycled wastes are treated through various processes, including shearing and cutting, dismantling, crushing and sorting, and solid fuel production to produce various products. The Company's products include iron scrap, non-ferrous (copper, aluminum, and stainless steel) scraps, and plastics. The Company also collects recycled resources from other recyclers. The Company's products are distributed to both domestic and overseas markets. It also conducts disabled welfare services, operation of photovoltaic power stations, recycling of rubbers, manufacturing and sales of rubber products.