Hitachi car navigation unit Clarion: Sale to France’s Faurecia S.E.
Leading Japanese law firm Nishimura & Asahi advised car-navigation system maker Clarion Co., Ltd. on its acquisition by French car parts maker Faurecia S.E., one of the world’s leading automotive-technology companies, from Hitachi, Ltd. through a tender offer and subsequent squeeze out.
As part of this transaction, Faurecia and Hitachi Automotive Systems, Ltd., which develops, makes, sells and services automotive components and systems, have also reached an agreement for a business alliance within which Clarion and Hitachi Automotive will combine to propose unique autonomous driving solutions to automotive industry OEMs.
Hitachi intends to tender its 63.8% controlling stake in Clarion to the takeover offer. After the completion of the tender offer, Faurecia will invest in Clarion’s technology and research and development, and maintain and develop Clarion’s competitive edge in the field of cockpit electronics, as well as contribute to Clarion’s further development by realizing synergies through collaboration in Faurecia’s other business fields and taking the lead in transforming the company.
The Nishimura & Asahi team advising Clarion was led by partners Naoko Shimura, Madoka Shimada, Azusa Nakashima and Shigeru Sasaki.
People
Madoka advises clients on various matters of competition law, including domestic and international cartels, bid-rigging, M&A transactions, investigations by the JFTC, leniency applications and general antitrust law compliance. She is especially active in cross-border transactions. She has represented clients in connection with investigations into various global cartels, involving air cargo, marine hoses, TFT-LCDs, airlines, and bearings, and also in various merger-control cases, including a vertical integration between semiconductor equipment manufacturers, and major global merger transactions in the chemical and pharmaceutical industries. She has particular strength and experience handling IT-industry mega deals. Madoka is also active in advising in the international trade area, in particular, government procurement and export control. In addition, she advises on laws preventing unfair competition, including trade secret cases. She served as lead counsel to Nippon Steel Corporation in multinational trade secret litigation against POSCO (a South Korean steel company), a landmark case in this area, and successfully negotiated a favorable settlement for her client. She was a member of the Subcommittee on Unfair Trade Policies and Measures of the Industrial Structure Council at the Ministry of Economy, Trade and Industry from 2013 to 2023.
Experience in not only large M&A transactions but also mid-small cap M&A transactions, achieving efficiency and considering the internal/business matters within the client, from time being seconded to the legal department in a Japanese investment bank and full-time work in the client office. Experience assisting clients in a wide variety of industries; manufactures, retail, financial institutions, start-ups, etc. Successfully involved in several famous defense cases against hostile takeovers and activism campaigns. Provides legal advice in some crisis management situations and harassment investigations, accounting scandals and other corporate scandals. Such broad experience enables provision of strategic advice on various general corporate matters.
Naoko handles various types of M&A transactions, such as global/domestic acquisitions and alliances, joint venture transactions, and group reorganizations. She also has extensive experience providing strategic advice on various legal issues commonly faced by corporate clients, including those relating to corporate governance, compliance, commercial contracts/transactions, employment, and crisis management.