Noritsu Koki Co., Ltd. (TSE:7744) signed a contract to acquire AlphaTheta Corporation from Pioneer Corporation and KKR & Co. Inc. (NYSE:KKR) for an enterprise value of JPY 65 billion on March 2, 2020. Under the term, Noritsu Koki will acquire 27.96 million shares of AlphaTheta. Noritsu Koki will invest approximately ¥35 billion which includes advisory fees and about ¥30 billion of non-recourse loans. The non-recourse loan will be fully borrowed in euros on the assumption that the sales of AlphaTheta in euros will be used as the repayment source, and the sales in dollars will be allocated to the purchase costs in dollars. Out of the ¥35 billion of investment, ¥15 billion will be financed from back financing and approximately ¥15 billion from the sale of listed shares such as JMDC.

As of March 31, 2019, AlphaTheta reported revenue of ¥63.9 billion, EBIT of ¥5.5 billion and net income of approximately ¥3 billion. The transaction was resolved on March 2, 2020. The transaction is subject to customary closing conditions, and is expected to close on April 3, 2020. David Sneider, Ian Ho, Noritaka Kumamoto, Makiko Harunari, Alvin Kwong, Katharine Moir, Marcela Robledo, and Adeeb Fadil of Simpson Thacher & Bartlett acted as a legal advisors to KKR. Stephen Mathews, Eoghan Kerr, Nassim Ikhlef, and Carla Baeza of Allen & Overy LLP and Allen & Overy France acted as a legal advisor to Noritsu Koki.

Noritsu Koki Co., Ltd. (TSE:7744) completed the acquisition of AlphaTheta Corporation from Pioneer Corporation and KKR & Co. Inc. (NYSE:KKR) on April 3, 2020.