Sony Corporation (TSE:6758) made an offer to acquire the remaining 34.9% stake in Sony Financial Holdings Inc. (TSE:8729) for approximately ¥400 billion on May 19, 2020. Sony Corporation will acquire 152.13 million shares of Sony Financial Holdings at a price of ¥2600 per share in cash. Sony Corporation will also acquire the first, second, third and fourth series stock acquisition rights of Sony Financial at a price of ¥259,900 per unit in cash, calculated as difference between the tender offer price and the exercise price of each stock acquisition rights per Sony Financial Holdings' common share. The minimum number of shares to be purchased through the tender offer has been set at 7.07 million shares (1.62%) (minimum tender). If, after completion of the tender offer, the total number of the voting rights held by Sony Corporation in Target becomes 90% or more of the voting rights of all shareholders of Sony Financial Holdings, Sony Corporation will, promptly after the completion of the settlement of the tender offer, request the Sony Financial Holdings' shareholders and holders of the stock acquisition rights to sell all of the common shares and all of the stock acquisition rights they own ie Demand for Cash -out offer. Upon completion, Sony Financial Holdings Inc. will be a wholly-owned subsidiary of Sony Corporation.

The transaction is subject to minimum tender condition. An independent committee comprising of Yoshimichi Makiyama and Shiro Kuniya has been established by Sony Financial to evaluate the transaction. The tender offer will run from May 20, 2020 to July 13, 2020. The transaction, if consummated, is expected to improve the earnings per share of Sony Corporation's consolidated financial results due to the effect of capturing the net income attributable to non-controlling interests. Goldman Sachs Japan Co., Ltd. acted as financial advisor while Nagashima Ohno & Tsunematsu and Cleary, Gottlieb, Steen & Hamilton LLP (Japan) acted as legal advisors to Sony Corporation. Deloitte Tohmatsu Financial Advisory LLC acted as fairness opinion provider to Sony Corporation. Co. Mitsubishi UFJ Morgan Stanley Securities, Ltd. and Plutus Consulting Co., Ltd. acted as financial advisors to the independent board committee of Sony Financial Holdings Inc. Mitsubishi UFJ Morgan Stanley Securities, Ltd. acted as fairness opinion provider to Sony Financial. Oh-Ebashi LPC & Partners and Mori Hamada & Matsumoto acted as legal advisor to Sony Financial. Nomura Securities Co., Ltd acted as tender offer agent in the transaction.