KKR, Taiyo agree to privatization; KKR enters into agreements with DIC, Kowa

KKR (KKR) and Taiyo Holdings announced that KJ005 Co., Ltd., an entity owned by investment funds managed by KKR, intends to make a tender offer to acquire all the common shares of Taiyo Holdings. Taiyo Holdings’ Board of Directors has resolved to support the Tender Offer. In addition, DIC Corporation, Taiyo Holdings’ largest shareholder, Kowa Co., Ltd., an asset management company affiliated with Taiyo Holdings’ founding family, and funds managed by Oasis Management Company Ltd. have each entered into agreements to participate in the Tender Offer or related transactions to privatize the Company. With these agreements in place, KKR said it has secured support for the transaction from the shareholders representing approximately 42.2% of the company’s outstanding shares. The proposed Tender Offer price will be JPY 4,750 per common share. In conjunction with the Tender Offer, KKR has entered into agreements with DIC and Kowa, who have each agreed to sell their shares to Taiyo Holdings through a share consolidation and buyback to be implemented following the successful completion of the Tender Offer. Following the privatization, Taiyo Holdings’ founding family plans to re-invest in KJ005HD Co., Ltd., the KKR-managed investment vehicle that will own Taiyo Holdings. KKR has also entered into a tender agreement with Oasis whereby Oasis will tender its shares representing approximately 15.62% of Taiyo Holdings outstanding shares into the Tender Offer.