Davis Polk & Wardwell, together with Big Four Japanese law firms Nishimura & Asahi and Mori Hamada & Matsumoto, are advising a Japan Investment Corporation-led consortium on the $4.7 billion acquisition of Shinko Electric Industries, a semiconductor packaging unit of Japanese electronics conglomerate Fujitsu Limited.
The latest billion-dollar tender offer by government-backed fund JIC comes after its acquisition of semiconductor materials maker JSR Corporation for approximately $6.4 billion earlier this year. The state-backed fund then appointed Mori Hamada and Davis Polk as legal advisors while JSR Corp engaged another Big Four Japanese law firm Anderson Mori.
JIC, together with Dai Nippon Printing and Mitsui Chemicals as part of the consortium, are set to acquire all shares in Tokyo-listed Shinko Electric and take the company private. The consortium, through special purpose vehicle JICC-04 Ltd whose outstanding shares are held by JIC subsidiary JIC Capital Ltd, will launch a tender offer for 25.98 percent of shares in Shinko Electric not held by Fujitsu in August next year after obtaining necessary regulatory approvals, according to JIC.
In a separate transaction, Shinko Electric will buy back the remaining 50.02 percent stake from Fujitsu for $1.95 billion in the two-tier buyout, according to Fujitsu. This deal will see state-owned JIC obtain 80 percent ownership of Shinko Electric, with Dai Nippon holding a 15 percent stake and Mitsui Chemicals with 5 percent shares.
JIC has retained Mori Hamada and Davis Polk as legal counsel, while Shinko Electric has hired Nishimura & Asahi as legal advisor.
Davis Polk and Mori Hamada have declined to comment on the deal. Nishimura has been contacted for comment.
