Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou cancelled the acquisition of remaining 99.9% stake in Toei Reefer Line Ltd. from Nippon Suisan Kaisha, Ltd., Toei Kaihatsu K.K., and others in a management buyout transaction.
January 10, 2018
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Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou made an offer to acquire remaining 99.9% stake in Toei Reefer Line Ltd. (JASDAQ:9133) from Nippon Suisan Kaisha, Ltd. (TSE:1332), Toei Kaihatsu K.K., and others in a management buyout transaction for ¥3.3 billion on November 8, 2017. Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou offered to acquire maximum of 5.54 million shares and minimum of 3.69 million shares at ¥600 per share. As of this date, Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou holds one share in Toei Reefer Line Ltd. On the same day, Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou entered into a tender offer agreement with Toei Kaihatsu K.K. and Nippon Suisan Kaisha, Ltd. As a part of the transaction, Toei Kaihatsu K.K. and Nippon Suisan Kaisha, Ltd. agreed to transfer 8.55% and 3.61% stake respectively. The transaction will be funded from borrowings of ¥7.2 billion from The Bank of Tokyo-Mitsubishi UFJ, Ltd. and mezzanine investment of ¥1 billion from Tokio Marine Mezzanine No. 1 Fund.
The transaction was resolved and supported by the Board of Directors of Toei Reefer Line Ltd. on November 8, 2017. A special committee was formed to advice on the transaction. The tender offer period will start on November 9, 2017 and will end on January 11, 2018. Tokai Tokyo Securities Co., Ltd. acted as tender offer agent in the transaction. STW & Partners acted as legal advisor to Toei Reefer Line Ltd. es Networks Co., Ltd. acted as third party appraiser for Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou. KPMG FAS Co., Ltd. acted as third party appraiser for Toei Reefer Line Ltd.
Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou cancelled the acquisition of remaining 99.9% stake in Toei Reefer Line Ltd. (JASDAQ:9133) from Nippon Suisan Kaisha, Ltd. (TSE:1332), Toei Kaihatsu K.K., and others in a management buyout transaction on January 11, 2018. The offer was cancelled as the total number of applications (2.52 million shares) didn't meet the minimum number of shares to be purchased (3.69 million shares).
Nissui Corporation (formerly Nippon Suisan Kaisha, Ltd.) is one of the Japanese largest food processing groups. Net sales break down as follows:
- manufacturing and sale of food products (48.9%): primarily frozen products and canned products;
- processing and sale of sea products (42%);
- manufacturing and sale of fine chemical products (3.9%): pharmaceutical raw materials, functional raw materials, functional foods, pharmaceutical products and clinical diagnostic products;
- transportation, cold storage and warehousing services (2.4%);
- other (2.8%): primarily construction, operating and repair of vessels.
Net sales are distributed geographically as follows: Japan (64.3%), North America (16.2%), Europe (15.9%) and other (3.6%).
Hirofumi Kawai, Karoku Nabeshima, Akira Wakaki, Hideki Honda, and Zuihin Ou cancelled the acquisition of remaining 99.9% stake in Toei Reefer Line Ltd. from Nippon Suisan Kaisha, Ltd., Toei Kaihatsu K.K., and others in a management buyout transaction.
NISSUI CORPORATION 
