Nojima Corporation (TSE:7419) made an offer to acquire Courts Asia Limited (SGX:RE2) from Singapore Retail Group Limited and other shareholders for approximately SGD 110 million on January 18, 2019. The offer per share is SGD 0.205, to be paid in cash. The offer will be made to all issued and outstanding shares of Courts Asia Limited and also all new or treasury shares unconditionally issued or to be issued, or delivered or to be delivered, pursuant to the valid vesting and release of any outstanding share awards granted under the performance share plan and the share appreciation rights plan prior to the final closing date of the offer. However, as these awards are not transferable by the holders thereof, Nojima Corporation will not make an offer to acquire the awards, although, for the avoidance of doubt, the offer will be extended to all new or treasury shares unconditionally issued or to be issued, or delivered or to be delivered, pursuant to the valid vesting and release of any outstanding awards prior to the closing date. The offer price was determined on the basis that the offer shares will be acquired with the right to receive any distribution that may be declared, paid or made by Courts Asia Limited on or after the announcement date of the offer. Accordingly, in the event any distribution is or has been declared, paid or made by Courts Asia Limited in respect of the offer shares on or after the announcement date, the offer price payable to a shareholder of Courts Asia Limited who validly accepts or has validly accepted the offer shall be reduced by an amount which is equal to the amount of such distribution, depending on when the settlement date in respect of the offer shares tendered in acceptance of the offer by such accepting shareholder falls, depending on certain additional criteria. It was confirmed that sufficient financial resources are available to Nojima Corporation to satisfy full acceptance of the offer. Acceptances of the offer shall be irrevocable. Upon completion of the offer, Nojima Corporation may undertake a strategic and operational review of Courts Asia Limited. Nojima Corporation has no current intention to introduce any major changes to the business, re-deploy the fixed assets or to discontinue the employment of any of the existing employees of Courts Asia Limited other than in the ordinary course of business. Nojima Corporation will also consider delisting Courts Asia Limited from Singapore Exchange Securities Trading Limited in the event it achieves the requisite acceptances for such delisting. Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore, if Nojima Corporation receives valid acceptances pursuant to the offer or acquires shares of Courts Asia Limited from the date of release of the offer document otherwise than through valid acceptances of the offer, in respect of not less than 90% of the total number of shares of Courts Asia Limited (excluding treasury shares which will convert to shares after the date of the offer) other than those already held by Nojima Corporation, its related corporations or their respective nominees as at the date of release of the offer document, it will be entitled to exercise its right to compulsorily acquire, at the offer price, all shares of Courts Asia Limited held by shareholders who have not accepted the offer (“dissenting shareholders”). Nojima Corporation, if so entitled, intends to exercise its rights of compulsory acquisition under Section 215(1) of the Companies Act and does not intend to support any action or take any steps to maintain the listing status of Courts Asia Limited in the event the free float requirement is not met and the trading of the shares of Courts Asia Limited on Singapore Exchange Securities Trading Limited is suspended. The deal will be subject to Nojima Corporation having received, by the close of the offer, valid acceptances (which have not been withdrawn) in respect of such number of shares of Courts Asia Limited which will result in Nojima Corporation and parties acting or deemed to be acting in concert with it holding more than 50% of the shares in issue and outstanding of Courts Asia Limited as at the close of the offer (including any shares which may be unconditionally issued or delivered pursuant to the valid vesting and release of the awards prior to the close of the offer). The offer is not subject to any other condition. As at the January 18, 2019, Nojima Corporation received an undertaking from Singapore Retail Group Limited pursuant to which Singapore Retail Group Limited has, amongst other things, unconditionally and irrevocably undertaken to Nojima Corporation to tender all of its 382 million shares held in Courts Asia Limited in acceptance of the offer and not to accept (or permit the acceptance of) any competing offer. As of February 1, 2019, Nojima Corporation received valid acceptances with respect to 382 million shares (73%) of Courts Asia Limited. Accordingly, the minimum tender condition got fulfilled and the offer became unconditional in all respects. On February 15, 2019, the Recommending Directors (Jack Hennessy, Terence Donald O’Connor, Kee Kim Eng, Adnan Abdulaziz Ahmed AlBahar, Chey Chor Wai and Kewee Kho) of Courts Asia Limited recommended the shareholders to accept the offer. As of February 19, 2019, Nojima Corporation does not intend to revise the offer price and does not intend to extend the offer beyond March 15, 2019. As on March 8, 2019, 5.89 million treasury shares were transferred to issued share capital of Courts Asia Limited increasing the outstanding shares of Courts Asia Limited to 523.35 million shares. As of March 13, 2019, Nojima Corporation has received valid acceptances in respect of 471.4 million shares amounting to 90.07% stake in Courts Asia Limited. However, excluding the treasury shares which were converted to shares after the offer date, Nojima Corporation has received valid acceptances in respect of 465.5 million shares representing 89.96% stake in Courts Asia Limited. SGX-ST will suspend trading of the listed securities of Nojima Corporation at the close of the offer. Nojima Corporation does not intend to support any action or take any steps to maintain the listing status of Courts Asia Limited. Nojima Corporation intends to take steps to delist Courts Asia Limited from the SGX-ST following the close of the offer. As of January 22, 2019, PrimePartners Corporate Finance Pte. Ltd. was appointed as a financial advisor to Nojima Corporation as PricewaterhouseCoopers Corporate Finance Pte Ltd, previously appointed financial advisor, is the auditor of Courts Asia Limited, so to avoid any perception of conflict of interests and following consultation with the Securities Industry Council, PricewaterhouseCoopers Corporate Finance voluntarily withdrew, and Nojima Corporation agreed to release PricewaterhouseCoopers Corporate Finance as the financial advisor to Nojima Corporation. On January 24, 2019, the Board of Directors of Courts Asia Limited appointed KPMG Corporate Finance Pte. Ltd. as the financial advisor to advise the Recommending Directors of Courts Asia Limited. PriceWaterhouseCoopers Singapore acted as an auditor and Tricor Barbinder Share Registration Services acted as a registrar to Courts Asia Limited. Tricor Barbinder Share Registration Services also acted as a registrar to Nojima Corporation.