Ropes & Gray and Nagashima Ohno & Tsunematsu have steered global private investment firm Bain Capital’s JPY140 billion (USD987 million) acquisition of Japan’s largest mobile phone sales agent T-Gaia.
In a 30 September press release, T-Gaia, which is currently listed on the Tokyo Stock Exchange, announced that its board of directors approved Bain Capital’s takeover bid for the common shares held by its general shareholders totalling around 16.38 million via tender offer between 1 October and 20 November this year.
Following the completion of Bain Capital’s tender offer, Japanese trading house Sumitomo Corporation, which currently holds a 41.8% stake in T-Gaia, will transfer its shares to Bain Capital. On the other hand, T-Gaia will repurchase slightly less than 30% of shares held by Hikari Tsushin Group.
Ropes & Gray advised Bain Capital on its tender offer to take T-Gaia private, with Tokyo-based M&A partner Tsuyoshi Imai leading the US firm’s team.
Nagashima Ohno & Tsunematsu has confirmed its role as the legal adviser to T-Gaia, but it has refrained from disclosing the names of partners leading the firm’s team on the transaction.
Shibata, Suzuki & Nakada acted as legal counsel to T-Gaia’s special committee, which was set up to review takeover proposals from different candidates, including Bain Capital’s, for factors including the expected enhancement of corporate value. The Tokyo-based firm told Asia Business Law Journal that co-founding partner Kentaro Shibata was in charge of providing legal advice to the special committee.
On completion of Bain Capital’s tender offer, T-Gaia’s stock repurchase and Sumitomo’s share transfer, T-Gaia will become a wholly owned subsidiary of Bain Capital.
