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Green to acquire KKR and JAG Energy, and JAG in a separate deal
Posted on Friday, 06 November 2020 10:45
Carlyle Group’s Green Holdings is acquiring Japan Asia Group’s (JAG’s) stakes in Kokusai Kogyo (KKC) and JAG Energy for a total JPY 37.00 billion (USD 355.80 million) while launching a concurrent tender offer for the holding company. As of 31st March 2020, the overall group comprised 99 consolidated subsidiaries and equity-method affiliates operating across spatial information consulting, green energy and forest revitalisation. The geospatial technology division, which creates ever more accurate maps essential for developing social infrastructure and disaster prevention, is mainly composed of KKC and Xacti. Its renewables arm is centred on JAG Energy and carries out solar photovoltaic projects, as well as developing wind, biomass and geothermal generation facilities. By removing the two target subsidiaries from the consolidated group and making them independent entities, Carlyle will be able to focus on their business and improve corporate value by resolving management issues. Cayman Islands-incorporated vehicle Green is acquiring 80.0 per cent of KKC and 70.0 per cent of JAG Energy for JPY 16.47 billion in shares and JPY 20.53 billion in cash. Following the sale, JAG will continue to hold 20.0 per cent and 30.0 per cent, respectively, of the two companies. At the same time, Green intends to fully acquire the holding company at a price of JPY 600.00 apiece for a total JPY 16.47 billion. The tender offer will run between 6th November and 21st December 2020, with a view to complete on 28th December, and the minimum threshold is 18.30 million, representing a 66.7 per cent stake. Chief executive Tetsuo Yamashita, his JA Partners business, and majority shareholder Aizawa Securities have agreed to sell their holdings totalling 26.4 per cent. Zephyr, the M&A database published by Bureau van Dijk, shows 3,893 deals targeting companies based in Japan have been announced in 2020 to date. The largest of the year so far features Nippon Telegraph & Telephone taking NTT DoCoMo private for JPY 4,254 billion. © Zephus Ltd