Osaka Steel Co., Ltd. (TSE:5449) made a tender offer to acquire 73.52% stake in Tokyo Kohtetsu Co., Ltd. (JASDAQ:5448) from a group for seller for ¥8.1 billion on August 20, 2015. Under the terms of offer, Osaka Steel Co will offer ¥630 for every shares of Tokyo Kohtetsu. The tender offeror filed a prior notification with the FTC on August 20, 2015 in connection with the acquisition of shares through the tender offer, which was accepted. The tender offeror plans to conduct the tender offer soon after the completion of the FTC's business combination review, which is expected in approximately February 2016. Osaka Steel Co., Ltd. will acquire 29.19% stake from Mitsui & Co. Ltd. (TSE:8031), 7.85% stake from Fidelity Puritan Trust - Fidelity Low-Priced Stock Fund (MutualFund:FLPS.X), 4.99% stake from Asahi Industries Co., Ltd. (JASDAQ:5456), 3.62% stake from Morgan Stanley MUFG Securities Co., Ltd., 3.15% stake from Nippon Steel & Sumikin Bussan Corporation (TSE:9810), 2.87% stake from Shinichiro Shimizu and 2.87% stake from Masanori Shimizu, 1.40% stake from Mikio Kobayashi and 1.40% stake from Tatsuo Kobayashi. The tender offeror will promptly announce the specific scheduling for the Tender Offer once it has been determined. Tokyo Kohtetsu Co's board of directors of September 18, 2015 recommends that the target's shareholders tender their shares in the tender offer in the event of its commencement. At its Board of Directors' meeting held on September 18, 2015, the tender offeror adopted a resolution to conduct the Tender Offer as part of a transaction in which target will become a subsidiary of the tender offeror and will go private as a result of the acquisition of the shares that is listed on the JASDAQ standard market. If the procedures to take the target private are not implemented, it is expected that the shares will remain listed on JASDAQ.

Prior to conducting the tender offer, the tender offeror entered into the agreement on tendering shares for tender offer and share transfer with Hanwa as of September 18, 2015. Under the tendering and transfer agreement, Hanwa has agreed not to tender the 4.6 million shares owned by it as of the date above in the tender offer. However, Hanwa has agreed that upon request from the tender offeror, Hanwa will be obliged to tender part of the shares owned by it in the tender offer to meet such a request so that the tender offer can achieve the minimum number of shares to be purchased in the tender offer. Prior to conducting the tender offer, the tender offeror agreed as of September 18, 2015 with Mitsui, the largest major shareholder, to the effect that Mitsui is to tender all of the 5.1 million shares owned by it as of the date in the tender offer. If the aggregate number of shares tendered for the tender offer does not reach the minimum number of shares to be purchased, no tendered shares will be purchased. On the other hand, Osaka Steel will not determine a maximum number of shares to be purchased, if the aggregate of the tendered shares reaches or exceeds the minimum number of shares to be purchased, all such shares will be purchased.

Transaction is expected to be completed in approximately August 2016. As on September 18, 2015, the Japan Fair Trade Commission (JFTC) received the notification pursuant to the provision of the Antimonopoly Act (AMA) from Osaka Steel concerning the proposed acquisition of shares of Tokyo Kohtetsu, and has reviewed possible impacts on competition from the proposed acquisition of shares. With the knowledge that a more in-depth review is necessary, the JFTC requested Osaka to submit further reports, information or materials. As of January 28, 2016, notice of non-issuance of cease-and-desist order from the Fair Trade Commission of Japan is issued. As of February 3, 2016, Osaka Steel launched a tender offer to purchase shares of common stock of Tokyo Kohtetsu. As of February 10, 2016, Asahi Industries sent a notice concerning the application to the tender offer of Tokyo Kohtetsu regarding 4.99% stake held.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor and third-party appraiser independent to Tokyo Kohtetsu Co and Osaka Steel Co, and Anderson Mori & Tomotsune acted as legal advisor for Tokyo Kohtetsu Co. SMBC Nikko Securities Inc. acted as financial advisor to Osaka Steel Co. Keiji Hatano of Sullivan & Cromwell LLP acted as legal advisor for Nippon Steel & Sumitomo.