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38JAPAN LAWYERS GUIDE 2018/19two business segments: a video and communication solu-tions business; and a thin-lm process solutions business. e tender oer was completed on December 9, 2017. After the tender oer, the thin-lm process solution busi-ness will be wholly owned by KKR, and the video and communication solutions business will be jointly owned by KKR, Hitachi and an entity backed by funds man-aged and serviced by Japan Industrial Partners. An ab-sorption-type company split (kyushu-bunkatsu) will be used as the method to transfer the thin-lmed solutions business. Bain Capital, which led the TMC deal, also announced on October 2, 2017 the acquisition of Asatsu-DK Inc. (“ADK”), the third largest advertising agency in Japan, through a tender oer process, for total consideration of approximately US$ 1.35 billion. rough a series of pro-cedures following the tender oer, Bain Capital intends to make ADK a wholly owned subsidiary of the acquisi-tion vehicle.M&A in the nancial sectorM&A in the banking sector was also active. e Bank of Tokyo Mitsubishi UFJ Ltd., the commercial bank-ing entity of Mitsubishi UFJ Financial Group Inc. (“MUFG”), one of the world’s leading nancial groups headquartered in Tokyo with total assets of approximately US$ 2.7 trillion (as of September 30, 2017), announced on December 26, 2017, that it had entered into a condi-tional share purchase agreement with Asia Financial (In-donesia) Pte Ltd., and other afliated entities, to acquire their shareholding interests in PT Danamon Indonesia, Tbk (“Danamon”), currently the fth-most protable Indonesian commercial bank by earnings. e acquisi-tion is structured as a three-step transaction. At step one, MUFG acquires an initial 19.9% stake in Danamon at an investment amount of approximately US$ 1.17 bil-lion. At step two, MUFG intends to seek regulatory ap-proval to increase its stake in Danamonto to 40%, and at step three, MUFG intends to seek necessary approvals to increase its stake above 40%. Eventually, MUFG’s stake in Danamon is expected to be over 73.6%.On September 26, 2017, Resona Holdings Inc (“Reso-na”), Sumitomo Mitsui Financial Group Inc. (“SMFG”), e Minato Bank Ltd. (“Minato”), Kansai Urban Banking Corporation (“Kansai Urban”) and the Kinki Osaka Bank Ltd. (“Kinki Osaka”), announced that they had agreed to proceed with a business integration of the three banks -- Minato, Kansai Urban and Kinki Osaka. Under the business integration agreement, Resona will conduct a tender oer for the shares of common stock in Minato and Kansai Urban; a new holding company will conduct a stock-for-stock exchange (kabushiki kokan) with Minato and Kansai Urban so that it will own 100% shares of the two banks; and Resona will transfer all of the shares in Kinki Osaka to the new holding company. As a result, SMFG will own 22.3% to 26.3%, and Resona will own approximately 51% of the new holding company.Other signicant outbound M&Ae second-largest M&A deal in 2017 was in the health-care sector. On January 9, 2017, Takeda Pharmaceu-tical Company Limited (“Takeda”), a global research and development-driven pharmaceutical company based in Tokyo, announced that it had entered into an agree-ment with ARIAD Pharmaceuticals, Inc. (“ARIAD”), a NASDAQ listed company based in Cambridge, Massa-chusetts that is focused on discovering, developing and commercialising precision therapies for patients with rare cancers, under which Takeda acquires all of the outstand-ing shares in ARIAD for an enterprise value of US$ 5.2 billion. e acquisition is structured as an all-cash tender oer for all of the common stock, followed by a cash merger.On April 6, 2017, Seven & i Holdings Co., Ltd., the parent company of 7-Eleven Inc., the largest chain in the convenience-retailing industry, announced its intention to acquire approximately 1,108 convenience stores locat-ed in Texas and the eastern United States, from Sunoco LP for US$ 3.3 billion. e acquisition was completed on January 23, 2018.Key developmentsAmendment to the Companies Acte Companies Act was completely overhauled in 2006, and is therefore a relatively new law compared to the oth-er fundamental laws of Japan. Nonetheless, the rapidly changing business, nancial and economic environment faced by Japanese companies has already highlighted the shortcomings of the rewritten Companies Act. As a re-sult, an amendment of the Companies Act was passed

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