Simpson Thacher is representing Kohlberg Kravis Roberts & Co. L.P. in connection with the planned tender offer by KKR’s affiliate, HKE Holdings G.K. (the “Offeror”), and subsequent related transactions to acquire Hitachi Kokusai Electric Inc. (“Hitachi Kokusai”). Hitachi Kokusai operates two business segments: a Video and Communication Solutions business engaged in video security, IoT high-reliability wireless and railroad solutions, and a Thin-Film Process Solutions business focusing on semiconductor manufacturing equipment as well as systems maintenance and sales of parts and used equipment.
In connection with the tender offer, KKR has entered into an agreement (the “Agreement”) with Hitachi Ltd. (“Hitachi”) and HVJ Holdings Inc. (“HVJ”), an entity backed by funds managed and serviced by Japan Industrial Partners, Inc. (“JIP”). Under the terms of the Agreement, following a share consolidation after the successful completion of the tender offer, Hitachi Kokusai will acquire Hitachi’s 51.67% holding of Hitachi Kokusai’s common shares in a share repurchase. Thereafter, Hitachi Kokusai will conduct an absorption-type company split pursuant to which the Offeror will succeed to 100% of Hitachi Kokusai’s Thin-Film Process Solutions business. Subsequently, the Offeror will transfer 20% of the shares of Hitachi Kokusai to each of Hitachi and HVJ, resulting in 60%, 20% and 20% ownership of Hitachi Kokusai’s Video and Communication Solutions business for the Offeror, Hitachi and HVJ, respectively.
The planned tender offer price and other transaction terms value Hitachi Kokusai at approximately ¥257.1 billion (approximately $2.3 billion). The commencement of the tender offer is subject to the fulfillment of certain regulatory approvals and other conditions.
The Simpson Thacher team includes David Sneider, Noritaka Kumamoto, Shannon Itoyama, Michael Young, Sonya Ho and Dan Miyagishi (M&A); Lori Lesser, Genevieve Dorment and Lawrence Huang (IP); Tristan Brown and Paul Barrus (ECEB); Makiko Harunari (Financing); Adeeb Fadil and Louise Kruger (Environmental); and David Vann, Étienne Renaudeau, Joseph Thomas and Pauline Patat (Antitrust).