Baker McKenzie advises Prospect on its acquisition of a London-listed company in exchange for its own shares — the first deal of its kind by a Japan-listed company
Tokyo, Japan, 12 June 2017 – Baker McKenzie acted as Japanese and UK counsel for Prospect Co., Ltd. in its all-share offer for 100% of the shares of London-listed The Prospect Japan Fund Limited (TPJF).
Prospect’s offer was made under the UK City Code on Takeovers and Mergers*1 and will be implemented by means of a scheme of arrangement available under the Companies Law of Guernsey, TPJF’s jurisdiction of incorporation, pursuant to which TPJF will become a wholly-owned subsidiary of Prospect upon obtaining the necessary shareholder approvals and Guernsey court sanction. This will be the first acquisition of a London-listed company by a Japanese company in exchange for the acquirer’s own shares.
The Firm’s team was led by Hitoshi Sumiya, a partner in the Tokyo office’s Capital Markets Practice Group, and by Helen Bradley and James Thompson of the London office, with the strong support of Tokyo associates Kosuke Yatabe, Hiroki Watanabe, Masahiro Inaba and Takehiko Nakai.
Mr. Sumiya had the following comments on this matter. “We first became involved in a stock-for-stock acquisition between UK companies in 1995 where a tender offer registration was filed with the Ministry of Finance of Japan. It has since taken over 20 years for a Japan-listed company to finally make a share exchange offer for a foreign listed company. This is a memorable milestone in the history of the globalization of Japanese corporations in the borderless capital markets. We will continue to work with our London colleagues to bring the transaction to a successful conclusion.”
*1 The UK City Code on Takeovers and Mergers is a set of rules that applies to M&A transactions in the UK.