TMI Associates acts on Bain Capital-led JPY34bn tender offer

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TMI Associates, one of Japan’s largest law firms, has advised 65-year-old Japanese outdoor goods maker Snow Peak on a JPY34 billion (USD226 million) tender offer from Bain Capital in a management buyout (MBO) to take the company private.

This comes amid a surge of MBOs in Japan with the volume having reached a record high last year, according to local Japanese media. The increase has been attributed to factors including the Tokyo Stock Exchange’s (TSE) demand for greater corporate governance from listed companies, and pressure from activist investors with hedge funds pushing for higher returns.

TSE-listed Snow Peak mandated TMI as its legal adviser in late September last year after receiving the Bain Capital proposal to privatise its shares through a tender offer, according to a February 20 press release. The TMI team on the transaction was led by partners Kaori Noguchi and Koji Okabe, the Tokyo-based firm told Asia Business Law Journal.

The tender offer, which started on 21 February and runs to 12 April this year for JPY1,250 (USD8) per share, has been launched by KK BCJ-80 incorporated on 31 January this year and headed by representative director Yuji Sugimoto, a partner at Bain Capital. The tender offeror is a wholly-owned subsidiary of its parent KK BCJ-79, whose entire shares are indirectly owned by an investment fund that receives investment advice from Bain Capital, and a stock company established for acquiring and controlling the target company.

Snow Peak will be delisted on the successful close of the tender offer, and its current chairman and president, Toru Yamai, will continue to manage the company.

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