August 25, 2023 | Technology | Asia | Ended

Itochu Techno-Solutions / Itochu: Deal Insight

On 2-Aug-23, Japanese conglomerate Itochu announced its intention to launch a recommended tender offer for its Tokyo-based subsidiary, Itochu Techno-Solutions (“CTC” is the operating company, for ‘Challenging Tomorrow’s Changes’), that specialises in software development and information processing. Itochu owns a 61.24% stake in CTC and will offer JPY 4,325 per share to acquire the 89,625,766 shares that it doesn’t already own (equivalent to a 38.76% stake), worth JPY 387bn (USD 2.7bn). The offer represents an 18.7% premium to CTC’s undisturbed share price on 1-Aug-23. The primary hurdle is a two-thirds minimum acceptance condition, but Itochu nearly owns this and only needs to secure an additional 5.43% of CTC, or 12,550,000 shares. The acceptance threshold was established so Itochu can conduct a two-step acquisition which requires a special resolution at the shareholder meeting. The tender offer, supported and recommended by CTC’s board, will be open for ...

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