Shinkawa Ltd. (TSE:6274) signed an agreement to acquire Apic Yamada Corporation (TSE:6300) from Hachijuni Capital Co., Ltd., The Hachijuni Bank, Ltd. (TSE:8359), Toshihiko Tabata, APIC Yamada employee stock ownership, client of KGI ASIA LIMITED and other shareholders for ¥7.4 billion on February 12, 2019. The offer per share is ¥570. Toshihiko Tabata is selling 4.18% stake, APIC Yamada employee stock ownership is selling 2.54% stake and client of KGI ASIA LIMITED is selling 2.41% stake in Apic Yamada Corporation. In a related deal, Yamaha Motor Co., Ltd. (TSE:7272) has agreed to make Shinkawa Ltd. a subsidiary through third-party allotment of shares on February 12, 2019. Post completion, Apic Yamada Corporation will operate as a wholly owned subsidiary of Shinkawa Ltd. Shinkawa Ltd. and Apic Yamada Corporation will transition to a joint holding company structure with Shinkawa Ltd. and Apic Yamada Corporation as wholly-owned subsidiaries of that joint holding company and Yamaha Motor Co., Ltd. becoming the parent company of that joint holding company. The joint holding company plans to maintain its listing even after the completion of the transaction. Apic Yamada Corporation's shares may be delisted through prescribed procedures.

The deal is subject to certain matters such as completion of procedures and correspondence required domestic and/or international competition laws and minimum tender. Lower limit of the number of Apic Yamada Corporation's shares scheduled that can be purchased is 8.3 million shares and no limit to the maximum number of shares that can be purchased is decided. The Board of Directors of Shinkawa Ltd. and Apic Yamada Corporation passed a resolution for the deal on February 12, 2019. Apic Yamada Corporation established a third-party committee on January 8, 2019 as an advisory body to its Board of Directors to examine the proposal regarding the business integration. Shinkawa Ltd. intends to commence tender offer in May 2019 and it is scheduled to end by end of June 2019. The settlement start date of the tender offer is scheduled by the end of June 2019. As of May 9, 2019, Apic Yamada received a notification from the board meeting of Shinkawa Ltd. that the tender offer was ready to start from May 10, 2019 and all shareholders of Apic Yamada to apply for the Tender Offer. Plutus Consulting Co., Ltd. acted as financial advisor and Sato Sogo Law Office acted as legal advisor to Shinkawa Ltd. YAMADA Business Consulting Co.,Ltd. acted as financial advisor and Iwata Godo Attorneys and Counselors at Law acted as legal advisor to Apic Yamada Corporation.