SCSK Corporation completed the acquisition of remaining 30.48% stake in JIEC Co.,Ltd. from group of sellers.
March 17, 2019
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SCSK Corporation (TSE:9719) made an offer to acquire the remaining 30.48% stake in JIEC Co.,Ltd. (TSE:4291) from consortium of sellers for ¥5.8 billion on January 31, 2019. Under the terms, SCSK will acquire 2 million shares at ¥2,750 per share in cash. In a related transaction, SCSK made an offer to acquire the remaining 44.41% stake in VeriServe Corporation (TSE:3724) from group of sellers for ¥15.5 billion on January 31, 2019. Post-acquisition, JIEC will become wholly owned subsidiary of SCSK. Board of Directors of JIEC unanimously approved a resolution to express its opinion in favor of the tender offer and to recommend that shareholders of JIEC to tender their shares through the tender offer at the meeting held on January 31, 2019. The resolution of Board of Directors of SCSK was passed on January 31, 2019. JIEC established a special committee consists of the following three members: Yoshio Fujima, Makoto Kumazawa and Kenichi Saito. The offer will run from February 1, 2019 to March 18, 2019. As of March 27, 2019, the share sell request has been approved for the remaining shares and as a result JIEC Co.,Ltd.'s stock will be delisted.
Nomura Securities Co., Ltd. acted as financial advisor and Nagashima Ohno & Tsunematsu acted as legal advisor to SCSK. SMBC Nikko Securities Inc. acted as financial advisor and Mori Hamada & Matsumoto LPC acted as legal advisor to JIEC. Nomura Securities Co., Ltd. acted as tender offer agent in the transaction as well.
SCSK Corporation (TSE:9719) completed the acquisition of of JIEC Co.,Ltd. (TSE:4291) from group of sellers March 18, 2019. As of the closing of the tender offer on March 18, 2019, a total of 1,946,726 shares of JIEC were tendered representing 97.9% stake. As of March 27, 2019, JIEC announced the commencement of settlement of tendered shares and receipt of notice from SCSK on the purchase of remaining shares at same ¥2,750 per share price through stock sale request. The board of JIEC has resolved to approve this request and common stock of JIEC is expected to be delisted on April 18, 2019. Complete ownership of JIEC is scheduled to be recorded on April 23, 2019.
SCSK Corp is a Japan-based company mainly provides information technology (IT) consulting, system development, verification services, IT infrastructure construction, IT management, IT hardware and software sales, and business process outsourcing (BPO) services. The Industrial IT segment provides various IT solutions to customers through the development, maintenance, and operation of mission-critical systems and other systems. The Financial IT Segment is mainly engaged in system development, maintenance, and operation for financial institutions such as banks and trust companies. The IT Solutions segment provides IT solutions such as application management outsourcing (AMO) services. The IT Platform segment develops and sells packaged software. The IT Management segment develops data centers netXDC. The Others segment develops software and manages system operations, sells system equipment, and provides consulting services and remote development.
SCSK CORPORATION 
