May 13, 2025 | Telecoms | Asia | Active
On 8-May-25, Nippon Telegraph and Telephone (“NTT”), Japan’s largest telecom provider, announced a tender offer to acquire all the remaining outstanding shares of its listed subsidiary, NTT Data Group (“NTT Data”), in a take-private valued at JPY 2.37tr (USD 16.4bn). NTT currently owns 57.73% of NTT Data, and the offer price of JPY 4,000 per share represents a 33.7% premium to the target’s closing price of JPY 2,991.5 on 7-May-25. The offer launched on 9-May-25 and will remain open for 30 business days, until 19-Jun-25. Settlement is scheduled to begin on 26-Jun-25. Post-completion, NTT intends to delist NTT Data from the Tokyo Stock Exchange. NTT will fund the offer through bridge loans secured from five domestic financial institutions and, according to NTT, this short-term funding will later be refinanced with long-term debt. The deal is unanimously approved by NTT Data’s board, excluding three of its 11 directors who recused themselves due to conflicts of interest linked to their affiliation with NTT. The main condition of the tender offer is that NTT must acquire at least 8.94% of NTT Data’s outstanding shares. When combined with its existing 57.73% stake, this would bring NTT’s ownership to two-thirds, enabling it to launch a second-step squeeze-out process under Japanese corporate law. As is standard, NTT plans to proceed with the share consolidation via an EGM, which would result in any minority shareholders holding ...
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