Mitsui & Co., Ltd. (TSE:8031) made a non-binding proposal to acquire AWE Limited (ASX:AWE) for approximately AUD 600 million on January 29, 2018. Mitsui & Co., Ltd. will acquire 625.25 million shares and 8.49 million cash share rights which will convert into shares prior to the completion at AUD 0.95 per share. The proposal is non-binding and until scheme implementation deed is entered into between Mitsui & Co., Ltd. and AWE Limited, the proposal does not constitute a public proposal to make a takeover bid. On February 3, 2018, AWE Limited entered into bid implementation deed with Mitsui & Co., Ltd. On February 5, 2018, AWE Limited entered into bid implementation agreement with Mitsui & Co., Ltd. Mitsui & Co., Ltd. may use it subsidiary to acquire the stake. Mitsui & Co., Ltd. intends to fund the offer from existing cash reserves or intra-group loans from within or a combination of these sources. The transaction may be terminated under various circumstances and requires AWE Limited to pay a break fee of AUD 6 million. As soon as practicable, after Mitsui & Co., Ltd. has relevant interests in at least 50.1% of the AWE Limited shares and the offer becomes or is declared unconditional, if requested by Mitsui & Co., Ltd., AWE Limited must use its best endeavors to procure the resignation and appointment of Directors of AWE Limited (and its subsidiaries) such that a majority of the Directors of AWE Limited’ are Directors nominated by Mitsui & Co., Ltd. in writing. As of April 18, 2018, Kensuke Togawa and Hiroyuki Matsuyama have been appointed as Directors of AWE. If Mitsui & Co., Ltd. obtains more than 90% in AWE Limited’s shares, Mitsui & Co., Ltd. will proceed with the compulsory acquisition of outstanding AWE Limited’s shares. The offer is conditional on minimum acceptance of at least 50.1% of AWE shares (on a fully diluted basis) at the end of the offer period. The proposal is not conditional on due diligence, financing, regulatory approval or further internal approvals, but is conditional on termination by AWE Limited of the Mineral Resources Limited scheme implementation deed and entering into an agreement of bid implementation deed through which AWE Limited’s Directors unanimously recommend acceptance of the proposal, in the absence of superior proposal. The Board of AWE Limited will evaluate the proposal made by Mitsui & Co., Ltd. and provide shareholders with a recommendation in due course. The Board of AWE Limited advised shareholders to take no action in relation to Mitsui & Co., Ltd.'s proposal or the CERCG Aus Gas Pty Ltd offer until they receive further advice from the AWE Limited's Board. Mitsui & Co., Ltd. already obtained Foreign Investment Review Board approval for the offer. As of January 31, 2018, AWE Limited provided Mineral Resources Limited up to February 2, 2018 to match the offer by Mitsui & Co., Ltd. As of February 5, 2018, the Board of Directors of AWE Limited unanimously recommended the shareholders to accept the offer in the absence of a superior proposal and subject to the independent expert concluding that Mitsui & Co., Ltd. offer price is fair and reasonable. Mitsui & Co., Ltd. will declare the offer unconditional, if Mitsui & Co., Ltd. acquires at least 50.1% stake in AWE Limited on March 14, 2018. The offer will open on February 12, 2018 and close on March 23, 2018. As of March 15, 2018, the offer period has been extended to April 6, 2018. As of March 26, 2018, AWE Limited’s Board of Directors recommend to shareholder to accept the Mitsui & Co., Ltd. offer in the absence of no further approaches or proposals. As of April 4, 2018, the offer became unconditional with Mitsui & Co., Ltd. holding 51.89% stake in AWE Limited. The offer period got extended to April 18, 2018. As of April 18, 2018, the offer period got extended to May 2, 2018. As of April 24, 2018, Mitsui & Co., Ltd. has acquired more than 90% stake in AWE Limited and will now acquire the remaining shares under the compulsory acquisition provisions. Simon Reed, Tony Damian, Graeme Gamble, Jau-Shi Liew and Claire Russo, Steph Walker of Herbert Smith Freehills acted as the legal advisor to Mitsui & Co., Ltd. Grant Thornton Corporate Finance Pty Limited acted as the fairness opinion provider and Guy Alexander and Julian Donnan of Allens acted as the legal advisors to AWE Limited in the transaction. Link Market Services Limited acted as registrar to Mitsui & Co., Ltd. Grant Thornton Corporate Finance Pty Limited concluded that the offer is fair and reasonable to AWE Limited shareholders. Chris Forman, Alister McGee, and Christopher Miller from Rothschild Global Advisory Japan acted as the financial advisors for Mitsui & Co., Ltd.