March 31 - Global investment manager KKR announced that an entity controlled by its investment funds intends to launch a tender offer to acquire all shares of Japanese chemical manufacturer Taiyo Holdings for a total of 528.56 billion yen, equivalent to about $3.33 billion at an exchange rate of $1 = 158.9500 yen.
The proposed price is 4,750 yen per share, which the filing says represents a 4.7% discount to Taiyo’s most recent closing price. KKR also disclosed that it has secured backing from several of Taiyo’s largest shareholders.
In its statement, KKR said top shareholder DIC Corp, Kowa Co and investment firm Oasis Management have expressed support for the privatization plan. Collectively those three holders represent 42.2% of Taiyo’s outstanding shares, according to the announcement.
KKR has formalized arrangements with both DIC and Kowa - the latter described as an asset manager with ties to Taiyo’s founding family - under which those shareholders have agreed to sell their stakes. The mechanics cited in the statement indicate the share transfers will be effected through a share consolidation and subsequent buyback after the deal’s completion.
The founding family has signaled an intention to re-invest in the KKR-managed investment vehicle that will become the owner of Taiyo Holdings if the transaction is finalized, the company added.
Separately, KKR said it has an agreement with Oasis Management under which Oasis will tender its Taiyo shares. Oasis’s holdings account for nearly 15.62% of Taiyo’s total outstanding shares, the filing stated.
The offer terms, shareholder agreements and the founding family’s planned reinvestment were presented together in KKR’s announcement as the firm seeks to take the chemical maker private through a buyout financed by its investment funds.
Contextual note - The announcement specifies the cash consideration, the per-share price and the support commitments from major shareholders, along with the intended post-transaction structure involving a KKR-managed vehicle and a reinvestment by Taiyo’s founding family.