Lifting Holdings BidCo, Inc. entered into business combination agreement to acquire KITO Corporation (TSE:6409) from a group of shareholders for ¥56.5 billion on May 16, 2022. As per the transaction, Lifting Holdings BidCo, Inc. will acquire 20,726,019 shares of KITO Corporation at ¥2,725 per share. In case of breach of the contract by Lifting Holdings BidCo, Inc., KITO Corporation will receive ¥1 billion and in case of breach of the contract by KITO Corporation, Lifting Holdings BidCo, Inc. will receive ¥1 billion. Transaction is funded through the debt financing provided by UBS Investment Bank, KKR Capital Markets, Sumitomo Mitsui Banking Corporation, Mizuho Bank, and ING Capital. Transaction is subject to regulatory approval, minimum tender, and antitrust approvals. As of September 22, the transaction had received the regulatory approval. As per the update on September 22, 2022, Japan Fair Trade Commission has approved the acquisition. KITO Corporation board board of directors held today, it was resolved to again declare a position in support of the Tender Offer and to recommend that all of the Company's shareholders accept the Tender Offer. Lifting Holdings intends to commence the tender offer on September 26, 2022. The transaction is expected to close in First Quarter, 2023, following the settlement and squeeze-out period.

Nomura Securities Co., Ltd. acted as financial advisor and Nishimura & Asahi acted as legal advisor to KITO Corporation. Anderson Mori & Tomotsune LPC acted as legal advisor to the special committee. Jennifer S. Perkins, P.C., Andrew Arons, P.C., Tobias Dylan Schad, Sola Paterson-Marke, Eric J. Wedel, P.C., Matthew N. Leist and Peter Bang of Kirkland & Ellis LLP acted as Legal advisor to Crosby Worldwide Limited. SMBC Nikko Securities Inc. and Mizuho Securities USA LLC acted as financial advisors to Crosby Worldwide and Mori Hamada & Matsumoto LPC acted as legal advisor to Crosby Worldwide.