SPC Kappa Co., Ltd. made an offer to acquire 44.49% stake in Kappa Create Holdings Co., Ltd. (TSE:7421) from Shinmei Co., Ltd. and others for ¥18.7 billion on October 27, 2014. Under the terms of the offer, a maximum of 17.82 million shares and a minimum 13.12 million shares will be acquired. SPC Kappa Co., Ltd. will acquire shares at ¥1048 per share.

The tender offer period is October 28, 2014 to November 27, 2014. SPC Kappa concluded an application agreement with the principal shareholder, Shinmei Co., Ltd. to apply for all shares held by Shinmei Co., Ltd. After the completion of the tender offer period, Kappa Create will issue 15.16 million subscription shares by third party allotment method to SPC Kappa, to be paid on December 4, 2014. SPC Kappa Co., Ltd. will own 50.5% stake in Kappa Create Holdings Co., Ltd. The new Director nominees are Shigeki Igarashi, Shozo Yamashita, Takeshi Ueda and Makoto Inoue.

The transaction was resolved by Board of Directors of Kappa Create Holdings on October 27, 2014. The start date of settlement of the offer is December 4, 2014. Mizuho Securities Co., Ltd. acted as third party appraiser and Nishimura & Asahi acted as legal advisor for Kappa Create.

Daiwa Securities Co., Ltd. acted as settlement bank.