JAPAN Trends and Developments Contributed by: Yoshitaka Sakamoto, Tsunemichi Nakano, Michi Yamagami and Hideo Tsukamoto, Anderson Mori & Tomotsune
conducted under terms and conditions which benefit ordinary shareholders. A landmark year for M&A in Japan, 2024 saw an unprecedented surge in the number of cases of acquisitions without consent. Specific examples include: • Bain Capital’s counterproposal without con - sent against KKR’s tender offer for FUJISOFT (ultimately resulting in KKR’s tender offer succeeding); • Brother Industries’ counterproposal without consent against Roland DG’s management buyout (ultimately resulting in the manage - ment buyout being completed); • AZ-Com Maruwa Holdings’ acquisition pro - posal without consent for Chilled & Frozen Logistics Holdings (ultimately, SG Holdings, which emerged as a white knight, acquired Chilled & Frozen Logistics Holdings);and • Nidec’s acquisition proposal without consent for Makino Milling Machine (ongoing). Among these developments, particularly nota - ble cases of overseas companies making an acquisition proposal without consent are those of Alimentation Couche-Tard (ACT) for Seven & i Holdings (Seven & i), and of Yageo Corpora - tion (Yageo) for Shibaura Electronics, which was announced at the start of 2025. The outline of these two cases, based on publicly available sources such as press releases from the respec - tive companies, is as follows. Case 1: Seven & i • On 25 July 2024, ACT, without giving prior notice, made a non-binding acquisition proposal to Seven & i at a per share price of USD14.86 per ordinary share. • On 8 August 2024, following the receipt of the above proposal, Seven & i established a
special committee comprised of its outside directors to review ACT’s proposal (based on Seven & i’s publications dated 25 March 2025). • On 6 September 2024, Seven & i released a public announcement stating its opinion that ACT’s proposal significantly undervalued the shares of Seven & i and that ACT failed to address regulatory hurdles, particularly issues related to US antitrust laws. • According to Seven & i’s publications dated 25 March 2025, on 19 September 2024, ACT submitted a non-binding revised proposal at a per share price of USD18.19. In the pro - posal, ACT stated that the US antitrust issues should be resolved through counsel-to-coun - sel discussions. Thereafter, various discus - sions regarding the acquisition, including US antitrust issues, have continued between the two companies. • While the founding family of Seven & i had reportedly considered a management buyout (MBO), Seven & i announced on 27 February 2025 that it had received a notice from the founding family that the necessary funding to make the formal proposal for the MBO could not be secured. Case 2: Shibaura Electronics • On 5 February 2025, Yageo announced its intention to conduct a tender offer to acquire the shares of Shibaura Electronics (the proposed commencement date of the tender offer being 7 May 2025). The tender offer price was set at JPY4,300 per share of Shibaura Electronics’ common stock. • On 10 February 2025, Shibaura Electronics announced the establishment of a special committee comprised primarily of its outside directors to review Yageo’s proposal. Sub - sequently, Shibaura Electronics announced that it was engaging in communications with
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