Rakuten, Inc. (TSE:4755) agreed to make a tender offer to acquire Asahi Fire & Marine Insurance Co., Ltd. from Nomura Holdings, Inc. Sugimura Warehouse Co., Ltd. (TSE:9307) and others for approximately ¥45 billion on January 29, 2018. Under the terms of the transaction, Rakuten made a tender offer to acquire common stock of Asahi Fire & Marine Insurance at ¥ 2,664 per share and Series A Class Stock (preferred stock) at ¥10,656 per share. Effective January 29, 2018, Nomura Land and Building Co., Ltd. transferred all its Asahi Fire & Marine Insurance shares to its parent Nomura Holdings, Inc. Sugimura Warehouse along with Nomura Holdings holds 4.58 million ordinary shares and 2.08 million preferred shares of Asahi Fire & Marine Insurance.

For the year ended March 2017, Asahi Fire & Marine Insurance reported revenues of ¥99.24 billion. The transaction is pursuant to the resolution of the board of directors of Rakuten taken on January 29, 2018 while the board of Asahi Fire & Marine Insurance resolved to endorse the tender offer. The transaction is subject to minimum tender of 12.71 million (effective shares) shares out of a total of 16.89 million (effective shares) of total shares. As part of the tender offer, Nomura Holdings entered into an agreement to tender all the shareholdings in Asahi Fire & Marine Insurance on January 29, 2018. The tender offer will commence from January 30, 2018 till March 13, 2018 and settlement is scheduled on March 30, 2018. As of February 9, 2018, Sugimura Warehouse Co., Ltd. accepted the offer and will transfer 0.21 million shares. The tender offer statement was approved by the Commissioner of the Financial Services Agency on February 16, 2018.

GCA Corporation (TSE:2174) acted as financial advisor and Nakamura, Tsunoda & Matsumoto acted as legal advisor for Asahi Fire & Marine Insurance Co., Ltd. Deloitte Tohmatsu Financial Advisory Co., Ltd. acted as third-party appraiser for Rakuten, Inc. Daiwa Securities Co., Ltd. acted as the tender offer agent for the transaction.