SMFL Mirai Partners Co., Ltd. made an offer to acquire an additional 79.73% stake in Kenedix, Inc. (TSE:4321) for approximately ¥130 billion on November 20, 2020. Under the terms of the offer, SMFL Mirai Partners Co., Ltd. will acquire 175.88 million shares and pay ¥750 per share. The purchase price will be settled in cash. Additionally, SMFL Mirai Partners entered into a shareholders agreement with ARA Asset Management Limited (ARA) to not to tender any 44.7 million shares (20.27%) and in event of any squeeze-out procedures the transfer of a portion of stock of Kenedix from SMFL Mirai Partners in order to bring the shareholding ratio of the SMFL and ARA to 70% and 30%, respectively. Currently, SMFL indirectly holds one hundred shares of Kenedix, Inc. Post-closing, Kenedix, Inc. will become a subsidiary of SMFL. Kenedix’s common stock may be delisted. Taisuke Miyajima will accept the position as Representative Director, and Soushi Ikeda will accept the position as Managing Director of Kenedix and will have a continued engagement in the management of Kenedix. SMFL may dismiss or refrain from reappointing the Directors of Kenedix. SMFL agrees to maintain the employment of the Kenedix Group’s employees and shall not request Kenedix to unfavorably change its employment terms and conditions (including employee benefits). The transaction is subject to minimum tender and the minimum number of shares to be acquired in the offer is 102.35 million (46.4%). As of November 20, 2020, Kenedix unanimously resolved at its Board of Directors meeting to express an opinion to support the offer and to recommend that the shareholders of Kenedix to tender their shares through the offer. Kenedix, Inc. appointed a special committee for the transaction comprising of Koji Kotaka, Shuhei Shiozawa and Shinzo Hara. SMFL has set the offer period at thirty business days, while the statutory minimum period is twenty business days. The tender offer period will commence from November 24, 2020 to January 8, 2021. The commencement date of settlement is January 15, 2021. SMFL Mirai intends to exercise squeeze-out it if reaches a certain stake. Nagashima Ohno & Tsunematsu acted as the legal advisor, SMBC Nikko Securities Inc. and Goldman Sachs Japan Co., Ltd. acted as the financial advisors for SMFL Mirai Partners Co., Ltd. Greenhill & Co. Japan Ltd. and BofA Securities Co., Ltd. acted as the financial advisors, Nomura Securities Co., Ltd. acted as the financial advisor and third-party valuation institution, BofA Securities Co., Ltd. acted as the fairness opinion provider, Anderson Mori & Tomotsune LPC and Mori Hamada & Matsumoto LPC acted as the legal advisors for Kenedix, Inc. and its special committee. Amy Beckingham and Noah Carr of Latham & Watkins acted as legala dvisors to ARA Asset Management Limited. Lebrun Ken of Davis Polk & Wardwell, LLP acted as legal advisor to BofA Securities. SMFL Mirai Partners Co., Ltd. completed the acquisition of an additional 79.73% stake in Kenedix, Inc. (TSE:4321) on January 8, 2021. As of February 24, 2021, Kenedix, Inc., is expected to be delisted from the stock exchange on March 17, 2021. The shareholders of Kenedix, Inc., approved the reverse stock split of Kenedix, Inc., in a meeting held on February 24, 2021. The effective date of the reverse stock split is expected to be March 19, 2021.