[Last updated: 1 June 2022, unless otherwise noted]
The table below contains a summarized overview of the main steps of a typical friendly tender offer under Japanese law:
Step
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1. Preparatory stage:
- Preparation of the bid by the bidder (study, due diligence, financing, draft of tender offer registration statement and the public notice of commencing a tender offer).
- The bidder approaches the target and/or its key shareholders.
- Negotiations with the target and/or its key shareholders.
- Retaining a local securities company to handle the procedures for the custody and return of shares tendered and the payment of the purchase price in the tender offer process.
- Informal consultation with the Kanto Financial Bureau in relation to the contents of the tender offer registration statement (although this is not a legal requirement, two to three weeks prior consultation is practically required before the tender offer registration statement is formally filed with the MoF).
- Internal approval of launching the tender offer by the bidder.
- Internal approval of the contents of the target's position statement by the target.
- Press release regarding the tender offer by the bidder (if applicable) and the target on the day immediately before the formal launch of the tender offer.
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2. Launching of the bid:
- The bidder publishes the public notice of commencing a tender offer via the Electronic Disclosure for Investors' NETwork ("EDINET"), followed by a public notice in a nationwide daily newspaper generally reporting domestic current events. As of that moment, the bidder can no longer withdraw the tender offer (except in the certain limited circumstances mentioned in 4.7 above).
- The bidder files the tender offer registration statement via EDINET with the MoF on the same day as the date of the notice of commencement of tender offer above.
- The bidder forwards a copy of the tender offer registration statement to the target and other persons who have launched a tender offer to the same target (if any).
- The bidder delivers a tender offer prospectus to each shareholder who wishes to sell shares either in advance or at the same time of such sale.
- Counter-bids and higher bids can be filed.
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3. Filing of target position statement by the target's board:
- The target files the position statement via EDINET within 10 business days after the public notice of commencing a tender offer was made (although in a friendly tender offer, the target normally files the target position statement on the same day as the date of the notice of commencement of tender offer by the bidder). The target may include, in the same statement, inquiries addressed to the bidder and (ii) if the tender offer period is less than 30 business days, a request that the tender offer period be extended to 30 business days.
- The target forwards a copy of the position statement to the bidder and other persons who have launched a tender offer to the same target (if any).
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4. Tender offer period:
- Start: immediately after the notice for commencing a tender offer was made.
- Duration: not less than 20 business days but not more than 60 business days.
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5. Amendment to purchase conditions:
- If the bidder wishes to amend the purchase conditions of the tender offer during the tender offer period, it must notify such amendment via EDINET followed by making a public notice in a nationwide daily newspaper generally reporting domestic current events and filing the amended tender offer registration statement.
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6.Publication of results:
- The bidder makes a public announcement regarding the tender offer result (or publishes a notice of the tender offer result via EDINET followed by a public notice in a nationwide daily newspaper generally reporting domestic current events) on the day following the last day of the tender offer period.
- The bidder files the report of the tender offer result via EDINET with the MoF on the same day as the public announcement (or public notice) of the tender offer result above.
- The bidder forwards a copy of the report of the tender offer result to the target and other persons who have launched a tender offer to the same target (if any).
- The bidder delivers a purchase notice to the tendering shareholders promptly upon the close of the tender offer period.
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7. Payment of the offered consideration by the bidder (usually within five business days of end of the tender offer period).
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Set out below is the overview of the main steps for a public friendly takeover offer in Japan.
5.1 Indicative timeline of a public friendly takeover offer
Click here to view diagram for Japan