KKR Announces Tender Offer to Acquire Hitachi Transport System
KKR, a leading global investment firm, announced it intends to make a tender offer for the common shares of Hitachi Transport System Ltd. (“HTS” or the “Company”; TSE stock code 9086) through HTSK Co., Ltd. (the “Offeror”), an entity owned by the investment funds managed by KKR.
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“Notice regarding the commencement of the tender offer for Hitachi Transport System Ltd. (TSE stock code 9086).”
Hitachi Transport System is a leader in the third-party logistics business (“3PL”) in Japan. The Company provides supply chain solutions for customers who outsource logistics functions such as logistics system integration, inventory and order control, logistics center operations, factory logistics, and transportation and delivery services. HTS has a strong domestic 3PL business as well as an international business which includes forwarding business and related 3PL business.
Under a newly published medium-term management plan ending March 2025 (“LOGISTEED 2024”), the Company looks to enhance its capabilities through the integration of digital transformation, logistics technology and on-site capabilities in order to strengthen and expand its overseas presence, become a leading 3PL player in Asia, evolve its “Smart Logistics”, and bolster its Environmental, Social, and Governance (ESG) management practices. The Company’s long-term vision (“LOGISTEED 2030”) will focus on advancing collaboration to become a global leader in the 3PL business. This will be achieved through high value-added solutions for optimizing supply chain management, improving customer experience and efficiency through digital transformation, enhancing global value chains, engaging in investment-first projects, as well as strategic merger and acquisitions, and strengthening its position as a platform provider.
In connection with the tender offer, the Offeror has entered into an agreement (the “Agreement”) with Hitachi, Ltd. (“Hitachi”), the lead shareholder of HTS, under the terms of which, following a share consolidation after the tender offer, HTS will acquire Hitachi’s 39.91% holding in a share buyback. Thereafter, Hitachi will reinvest by acquiring 10% of shares with voting rights in HTSK Holdings Co., Ltd. that holds shares of the Offeror (the “Offeror Parent”) and KKR will hold 90% of shares with voting rights in the Offeror Parent.
The proposed tender offer price of JPY8,913 per share and the share buyback price of JPY6,632 per share have been determined based on the negotiations among KKR, HTS, and Hitachi. This transaction will be financed predominantly from KKR’s Asia IV Fund and is designed with a low-leverage capital structure for HTS’s sustainable growth.
The proposed tender offer price represents1:
- A premium of 166.22% to Hitachi Transport System’s 12-month average closing price to June 16, 2021
- A premium of 161.53% to Hitachi Transport System’s 6-month average closing price to June 16, 2021
KKR expects to commence the tender offer by late September 2022, subject to regulatory approvals in Japan and other jurisdictions. For details regarding the conditions of the commencement of the tender offer, please refer to the full text of the filing notice issued today titled, “Notice regarding the commencement of the tender offer for Hitachi Transport System Ltd. (TSE stock code 9086).”
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Hiro Hirano, Co-Head of Asia Pacific Private Equity at KKR and CEO of KKR Japan, said, “We are pleased to have this opportunity to invest in Hitachi Transport System, a pioneer in the Japanese 3PL market that has provided innovative logistics and supply chain solutions for many years. We look forward to utilizing KKR’s global network and expertise to accelerate Hitachi Transport System’s next phase of growth and help the Company achieve its goal of becoming the leading 3PL company in Asia through technology enablement and inorganic growth in a collaborative manner.”
Japan continues to be a key market for KKR in Asia Pacific and globally. Since entering the Japanese market in 2006, KKR has been an active investor and worked with leading Japanese companies on a number of landmark transactions and transformation developments across a range of asset classes, including private equity, infrastructure, real estate, and growth investment. Past investments have included Yayoi, a leading cloud accounting software provider, Seiyu, a nationwide supermarket chain, Kokusai Electric, a leading semiconductor manufacturer, PHC, a leading manufacturer of medical devices, Koki Holdings, a power tool and life science equipment manufacturer, Marelli, a leading supplier of automotive components, Data X, an integrated data-driven marketing SaaS platform in Japan. In addition, KKR recently invested in Central Tank Terminal, Japan’s largest independent chemical storage tank operator, as an infrastructure investment and Mitsubishi Corp.-UBS Realty Inc. (MC-UBSR), one of the largest real estate asset managers in Japan, as a real estate investment.
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