Yahoo Japan Corporation (TSE:4689) made an offer to acquire Synergy Marketing, Inc. (JASDAQ:3859) from Hitoshi Tanii, Shogo Tabata, Masao Tashiro, Yuichi Yamada, Rakuten, Inc., Japan Securities Finance Co., Ltd., Salesforce.com Inc., TSURUYA Ltd., Synergy Marketing employee shareholding association and SBI SECURITIES Co., Ltd. for ¥9.3 billion in cash on August 7, 2014. Pursuant to the deal, Yahoo Japan Corporation will acquire 9.2 million shares at ¥1,006 per share. In the tender offer, the minimum number of shares to be acquired is set at 6.13 million shares. Tender offer period determined at time of filing of the tender offer registration statement is from August 8, 2014 to September 24, 2014. With the completion of the offer, Synergy Marketing will get delisted and even if the relevant delisting standards are not satisfied at the time of the completion of the offer, Yahoo Japan plans to implement the procedures in order to acquire all of the shares of the common stock of Synergy Marketing.

Yahoo Japan entered into an agreement concerning the tendering of shares in the offer with Hitoshi Tanii, representative Director and Chief Executive Officer of Synergy Marketing holding 18.48% stake in Synergy Marketing; Shogo Tabata, shareholder and Director of Synergy Marketing, holding 13.63% stake and Masao Tashiro, the fourth-ranked shareholder and Director holding 2.58%. Two of the current directors of Synergy Marketing i.e. Hitoshi Tanii and Masao Tashiro will remain as Directors and executed certain management entrustment agreement as of August 7, 2014 while Shogo Tabata is expected to remain as director after the completion of the offer. Akihiro Inoue, Director of Shogo Tabata, is expected to resign his office, but will continue, after his resignation, to occupy an important position in Synergy Marketing and to engage in product planning and development.

The Board of Directors of Synergy Marketing have unanimously approved the transaction at the meeting of the Board of Directors on August 7, 2014 and resolved to state an opinion supporting the offer as well as to recommend that the shareholders tender their shares of the common stock in the offer. The expected date of settlement of the offer is October 1, 2014. Deloitte Tohmatsu Financial Advisory Co., Ltd. acted as the valuer for Synergy Marketing, Inc. Mori Hamada & Matsumoto acted as the legal advisor to Synergy Marketing. Nomura Securities acted as valuer for Yahoo Japan. Masahisa Ikeda of Shearman & Sterling LLP acted as legal advisor for Yahoo Japan.