Bain Capital Private Equity, LP made an offer to acquire 75.2% stake in NichiiGakkan Co., Ltd. (TSE:9792) from LIM Advisors Limited and others for ¥74.9 billion on May 8, 2020. Under the terms, Bain Capital will pay ¥1,500 per share of NichiiGakkan and ¥392 per share for the Series 1 Stock Acquisition Rights and ¥1,499 for the Series 2 Stock Acquisition Rights through Series 6 Stock Acquisition Rights. As of July 31, 2020, Bain Capital will pay ¥1,670 per share of NichiiGakkan and ¥562 per share for the Series 1 Stock Acquisition Rights and ¥1,669 for the Series 2 Stock Acquisition Rights through Series 6 Stock Acquisition Rights. Nobusuke Mori, Daisuke Terada, Tsuyoshi Terada, Kuniko Terada, Keisuke Terada, Ayako Terada, Akemi Takato, Yugen Kaisha Meiko have agreed to tender all of their shares. In a related transaction, Bain Capital entered into an agreement to acquire 24.8% stake in NichiiGakkan from Meiwa Co., Ltd. Bain Capital Private Equity, LP plans to secure ¥98.6 billion from MUFG Bank, Mizuho Bank, Sumitomo Mitsui Bank and Nomura Capital Investment Co., Ltd. to fund the transaction. Tender offer is subject to minimum number of shares to be purchased. Transaction has been unanimously approved by Board of Directors of NichiiGakkan. NichiiGakkan Co., Ltd. passed a resolution recommending all of the shareholders to tender their shares in the Tender Offer. If the number of shares acquired is less than 90% of the voting rights of all shareholders, NichiiGakkan will be requested to hold an extraordinary shareholders meeting and to propose agenda of shares consolidation and a partial amendment to its Articles of Incorporation to abolish the provision on share units on the condition of the Share Consolidation taking effect. A special committee has been established. The tender offer period starts from May 11, 2020 and end on June 22, 2020. On June 15, 2020, LIM Advisors asked for extension of the tender offer to have more time to consider the offer. On June 22, 2020, the offer is extended to July 9, 2020. It is extended as LIM Advisors Ltd considers that the offer price is substantially below the fair value of ¥2,400 it estimated and there were concerns if the review process conducted by the board was fair to all shareholders. As on July 9, 2020, the offer has been extended to August 3, 2020. As of July 31, 2020, the offer has been extended to August 17, 2020. As of July 31, 2020, the settlement date of tender offer is August 24, 2020. The tender offer results will be announced on August 18, 2020. Nomura Securities Co., Ltd. acted as an offer agent. Deloitte Tohmatsu Financial Advisory LLC acted as financial advisor and third party valuation agency while Kitahama Partners acted as legal advisor for NichiiGakkan. Tsuyoshi Imai, Ben Morris, Kaori Fukazawa, Nao Omoto and Elena Hikage of Ropes & Gray LLP acted as legal advisors to Bain Capital Private Equity, LP. Bain Capital Private Equity, LP completed the acquisition of 56.88% stake in NichiiGakkan Co., Ltd. (TSE:9792) from LIM Advisors Limited and others for ¥62.5 billion on August 17, 2020. Bain Capital Private acquired 37.4 million shares and 0.49 million of stock acquisition rights.