RS Technologies Co., Ltd. (TSE:3445) made an offer to acquire Helios Techno Holding Co., Ltd. (TSE:6927) for ¥15 billion on May 31, 2024. RS Technologies aims at making Helios a wholly-owned subsidiary. RS Technologies will acquire 18.15 million shares at an offer price of ¥825. RS Technologies has setup a Special Committee for the purpose of the acquisition. RS does not recommend that shareholders accept the tender offer, and leaves it up to the shareholders of RS as to whether or not to accept the tender offer. The board of directors resolution was made on the assumption that the Offeror intends to make Helios a wholly-owned subsidiary of the Offeror through the Tender Offer and a series of subsequent procedures (the "Squeeze-out Procedures"), and that the shares of Helios are scheduled to be delisted.
The transaction is expected to close on July 12, 2024. SMBC Nikko Securities Inc. has been appointed as the financial advisor with City-Yuwa Partners acting as the legal advisor and Plutus Consulting Co., Ltd. acting as due diligence provider to RS Technologies Co., Ltd. (TSE:3445). KPMG FAS Co., Ltd. is acting as the financial advisor and TMI Associates is acting as the legal advisor to Helios Techno Holding Co., Ltd. (TSE:6927).