Dai-ichi Life Holdings, Inc. - Tender Offer for Shares in ipet Holdings, Inc.
Nishimura & Asahi advised Dai-ichi Life Holdings, Inc. [TSE: 8750] on a tender offer for common shares in ipet Holdings, Inc. [TSE: 7339] and on a consecutive squeeze-out transaction.
The team was led by partners Yo Ota and Yamato Nozawa from our corporate/M&A practice, Seitaro Iio from our insurance practice, and Junko Wakabayashi from our competition/antitrust law practice.
People
Yamato’s practice area covers various M&A transactions, including cross-border M&A deals for stock consideration; shareholder activism; corporate governance, including officers’ remuneration and management of subsidiaries; disclosure; guidance for shareholders meetings, including virtual shareholder meetings; securities litigation; preparation of legal opinions; and development of new structures for share-buybacks using trusts. Yamato also worked at the Ministry of Justice of Japan for two years and mainly engaged in the reform of the Companies Act. Yamato is also known for his expertise in the latest trends in revision of corporate legislation, including the Companies Act and the Financial Instruments and Exchange Act, by maximizing his experience working at the Ministry of Justice of Japan. Yamato has continued to work diligently on writing articles and delivering lectures with respect to corporate legislation and has shared his expertise with our potential clients in a clear, straightforward manner.
Using the experience gained from being seconded to an asset management company, he has a broad range of experience in the field of real estate transactions and real estate finance, and his strength lies in his ability to provide advice in the areas of property transactions and property finance, where lawyers are not normally involved in practical correspondence, and to offer flexible solutions tailored to the client’s needs. In addition to the real estate field, he has knowledge in a wide variety of finance fields such as renewable energy projects, large-scale investment projects using Limited Partnerships, and new businesses utilizing leasing transactions. He also has extensive experience in insurance transactions and insurance regulation.
Junko Wakabayashi specializes in antitrust and competition law. She has extensive experience with various antitrust matters and issues, including merger filings, cartels, transactional matters, and compliance, in both domestic and cross-border cases. She regularly engages with global clients and negotiates with competition authorities on their behalf. Due to her prior experience at the Ministry Land, Infrastructure, Transport, and Tourism, where she engaged in policy and rule making, as well as operations, and built a network of connections in government offices, Junko has a deep knowledge and understanding of regulations and government affairs, particularly those that impact transportation industries (e.g., aviation, automotive). She was seconded to a major energy company, where she acquired familiarity with the energy industry. Her wide range of experience enables her to provide precise, tailored advice that accurately addresses and responds to each client’s needs and business operations.
Mr. Ota has a breadth of practical international and domestic legal experience, focusing on the areas of hostile takeovers, shareholder activism, M&A transactions (including cross-border deals), corporate governance and other corporate matters, domestic / international Tax, personal information / data protection, and works on a wide range of corporate legal affairs. He was selected as the NIKKEI "Most Successful Lawyers in 2022" in the corporate law category (1st), the NIKKEI "Most Successful Lawyers in 2021" in the corporate law (excl. M&A) category (2nd), and also the NIKKEI "Most Successful Lawyers in 2020" in the M&A category (1st) and the corporate law category (3rd). In addition, he dedicates himself to research and writing activities that bridge academia and practice on cutting-edge issues related to the Companies Act, the Financial Instruments and Exchange Act, tax law, the Act on the Protection of Personal Information, etc. He has edited and authored many books and papers, such as “Schemes and Tax Issues of M&A and Corporate Restructuring, 4th Ed.”, “Corpus Juris M&A - Completely Revised Edition (first volume) (second volume)”, “Handbook on Share Options (Fifth Edition)”, “Corpus Juris Series - Personal Information Protection Legislation (Global)”, “Handbook on Class Shares”, “Nuts and Shell of the 2019 Amendment of the Companies Act and Practical Response”, “Legal Issues and Practices of Virtual Shareholders’ Meeting”, etc.