JAPAN Trends and Developments Contributed by: Norihiro Sekiguchi, Daisuke Mure, Yuki Kuroda and Ryosuke Sogo, Oh-Ebashi LPC & Partners
of listed subsidiaries will narrow, the number of cases where the limit of shares to be purchased is set at less than two-thirds in a tender offer to maintain a listing of a target company may decrease. Recent trends in the M&A market In December 2023, Nippon Steel Corporation announced that it would acquire US Steel, the largest steelmaker in the United States. The planned transaction became a political issue between the two countries and was still an issue even after the second Trump administration took office in January 2025. However, the deal was completed in June 2025 (total purchase price of approximately USD14.2 billion), and US Steel became a wholly owned subsidiary of Nippon Steel. Aside from political topics, a new M&A trend has arisen that could be considered to be the prod - uct of activism. In Japan, there are a relatively large number of cases of “parent-subsidiary listings”, in which a listed company remains listed even after its majority stake is acquired by another listed company. There has recent - ly been an increase in the number of cases in which activists demand that listed subsidiaries and their parent companies, which continue to be parent-subsidiary listed, delist their subsidi - aries. In fact, in May 2025, tender offers were announced in which NTT will make NTT DATA Group a wholly owned subsidiary, and Mitsubi - shi Corporation will make Mitsubishi Foods a wholly owned subsidiary, although it is not clear whether these transactions are due to the influ - ence of activism. Global-based private equity funds are also active in Japan. The largest PE deal in 2024 was the acquisition of Infocom Corporation, a major electronic comic distribution site operator, led by
Blackstone, which was announced in June 2024 (total purchase price of approximately JPY280 billion). However, the largest event in Japanese PE deals from 2024 to 2025 was the confron - tation between KKR and Bain Capital over the acquisition of Fuji Soft Incorporated, an inde - pendent software development company. When KKR originally initiated the tender offer with the consent of Fuji Soft, Bain Capital announced its intention to make a competing offer. A fierce price war ensued between the two parties, but in the end, KKR succeeded in acquiring the com - pany. Energy Introduction In Japan, efforts have long been underway to promote the widespread adoption of renewable energy in pursuit of achieving carbon neutral - ity by 2050. In recent years, however, increas - ing attention has been given to the utilisation of batteries, hydrogen, ammonia and similar tech - nologies. In particular, hydrogen has attracted significant attention as a power generation fuel that does not emit carbon dioxide (CO₂) when combusted, offering a promising alternative to fossil fuels. Moreover, hydrogen is highly antici - pated as a fuel source for fuel cells, which would generate electricity through chemical reactions with oxygen. To accelerate the supply and uti - lisation of hydrogen, the Act on Promotion of Supply and Utilisation of Low-Carbon Hydro - gen and its Derivatives for Smooth Transition to a Decarbonised, Growth-Oriented Economic Structure (the “Hydrogen Society Promotion Act”) was enacted in 2024. Additionally, the handling of emitted CO₂ is a critical issue for achieving carbon neutrality by 2050. One approach under consideration is to separate, capture, transport and store CO₂ in underground or sub-seabed reservoirs, allow -
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