Nippon Paint Holdings Co., Ltd. - Acquisition of DuluxGroup Limited
Leading Japanese law firm Nishimura & Asahi is advising Nippon Paint Holdings Co., Ltd. (“Nippon Paint”) [TSE: 4612], the largest maker of paint and coatings in Japan, on its AUD 3.8 billion (USD 2.7 billion) takeover bid for Australia’s DuluxGroup Limited (“DuluxGroup”) [ASX: DLX], which makes, sells and distributes paints, coatings, adhesives, and garden and building products.
The takeover is subject to approval by shareholders, the courts, the Australian Foreign Investment Review Board and the New Zealand Overseas Investment Office.
The Nishimura & Asahi team advising Nippon Paint is led by Yo Ota and Masaki Noda from our corporate/M&A practice together with Sakka Kobayashi, Akihiko Izu and James Emerson, supported by Toshiyuki Nonaka from our finance practice and Kazumaro Kobayashi from our antitrust practice.
People
Masaki Noda is a partner at Nishimura & Asahi, practicing corporate and M&A including mergers, acquisitions, corporate reorganizations, capital and business alliances, joint ventures, and going-private transaction by PE funds.
Among various types of M&A transactions, Masaki Noda has been advising on many complicated and sophisticated deals requiring structuring of various aspects, such as taxes and outbound and inbound cross-border transactions. Some major transactions he has advised on as lead counsel are the defense of Nippon Paint against a hostile acquisition attempt by Wuthelam Holdings in Singapore; the acquisition of equity interests in Post Advisory in the US by Nippon Life; Rakuten’s purchase of shares in Taiwan Rakuten from Presidential Group in Taiwan; the acquisition of shares in GA Telesis by Century Tokyo Leasing; Nippon Paint’s issuance of shares to Wuthelam Holdings in Singapore and purchase of equity interests in JVs from Wuthelamm Holdings in eight jurisdictions (China, Hong Kong, Singapore, Malaysia, Pakistan, Sri Lanka, Vietnam and Bangladesh); Rakuten’s alliance with AirAsia and formation of a joint venture in Japan (i.e., AirAsia Japan); Nippon Life’s purchase of 80% of the shares in MLC Limited specializing in the life insurance business, after carving out the investment business from National Australia Bank and MLC’s 20-year distribution agreement with National Australia Bank; and a merger of equals with equity consideration between a large Japanese listed company and a US listed company.
He joined Nishimura & Asahi in 2000 and has been a partner with the firm since 2009. His work is primarily in the field of finance. He represents lender and borrower side clients in a broad range of public and private financing transactions, with a special emphasis on acquisition finance. In this field he is recognized as a renowned practitioner with a high level of expertise and has advised on a large number of transactions such as LBO/MBO transactions involving both listed and unlisted companies, as well as on mezzanine financing transactions. He also has wide ranging experience in the area of structured finance, where he has been involved in numerous securitization transactions of a wide variety of assets including monetary claims, real estate and distressed assets. Furthermore, with his experience seconded to a merchant banking subsidiary of an investment banking firm, his expertise also extends to the areas of private equity and principal investment.
Kazumaro’s antitrust practice spans various industries, including automotive, energy, telecommunication, medical/healthcare and finance. Kazumaro regularly represents clients in high-profile matters, including merger and acquisitions that require approval in multiple jurisdictions, and global and domestic cartel investigations.
Sakka’s practice covers private and public M&A transactions, cross-border deals, and day-to-day commercial business. She also has wide-ranging experience representing companies in defending against hostile takeovers. She was seconded to one of the biggest telecommunication company in Japan, working as a Manager in the Corporate Strategy Planning Division. During the secondment, she was put in charge of M&A involving many domestic and cross-border transactions from business and legal standpoints. She acquired qualification as an attorney in New York and Texas during her secondment to an American firm. Leveraging experience in the M&A division of the telecommunication company and an American firm, she focuses on providing strategic legal support in various sectors, including M&A (Inbound/Outbound) and business alliances. Sakka provides tailored legal services in a timely and flexible manner, and plays a leading role in various complex transactions.
Mr. Ota has a breadth of practical international and domestic legal experience, focusing on the areas of hostile takeovers, shareholder activism, M&A transactions (including cross-border deals), corporate governance and other corporate matters, domestic / international Tax, personal information / data protection, and works on a wide range of corporate legal affairs. He was selected as the NIKKEI "Most Successful Lawyers in 2022" in the corporate law category (1st), the NIKKEI "Most Successful Lawyers in 2021" in the corporate law (excl. M&A) category (2nd), and also the NIKKEI "Most Successful Lawyers in 2020" in the M&A category (1st) and the corporate law category (3rd). In addition, he dedicates himself to research and writing activities that bridge academia and practice on cutting-edge issues related to the Companies Act, the Financial Instruments and Exchange Act, tax law, the Act on the Protection of Personal Information, etc. He has edited and authored many books and papers, such as “Schemes and Tax Issues of M&A and Corporate Restructuring, 4th Ed.”, “Corpus Juris M&A - Completely Revised Edition (first volume) (second volume)”, “Handbook on Share Options (Fifth Edition)”, “Corpus Juris Series - Personal Information Protection Legislation (Global)”, “Handbook on Class Shares”, “Nuts and Shell of the 2019 Amendment of the Companies Act and Practical Response”, “Legal Issues and Practices of Virtual Shareholders’ Meeting”, etc.