Mori Hamada & Matsumoto has advised Daiwa House Industry, a Japanese multinational construction and real estate company, on its USD1.9 billion agreement to acquire a 49.34% stake in Japanese engineering firm Sumitomo Densetsu, which is being represented by Anderson Mori & Tomotsune.
Mori Hamada partners Ken Miura, Shuhei Kubota and Yusuke Takamiya led the team, while members of Anderson Mori & Tomotsune’s team remains undisclosed.
Mori Hamada has advised on “Japanese laws (particularly the Companies Act, the Financial Instruments and Exchange Act and the Competition Act) related to this transaction,” Kubota told Asia Business Law Journal.
He also said Daiwa House had agreed with Sumitomo Electric Industries, the parent company of Sumitomo Densetsu, that Sumitomo Electric Industries would not tender any of its shares in the tender offer bid.
After completion of the squeeze-out, Sumitomo Densetsu would conduct a share buyback to acquire all stock held by its parent company, said Kubota.
Daiwa House is offering JPY9,760 (USD63.45) in cash per share via a tender offer. The tender offer began on 31 October 2025 and was expected to end on 15 December 2025. The minimum purchase in the tender offer is 3.88 million shares.
Following successful completion of the tender offer and the transactions, Sumitomo Densetsu will no longer be a consolidated subsidiary of Sumitomo Electric Industries and its shares will be delisted from the Tokyo Stock Exchange.
If Daiwa House is unable to acquire, through the tender offer, all outstanding Sumitomo Densetsu shares other than treasury shares and the non-tendered shares, it will implement the squeeze-out procedures by means of a share consolidation.
