Acquisition by Daido Metal Co., Ltd. of Iino Holding Co., Ltd. M-067/2016

Abstract:

On 27 September 2016, Daido Metal Co., Ltd. (“Daido”), as buyer, and iSigma Business Advancement Fund II (“iSigma”), as seller, entered into a share purchase agreement for the acquisition by Daido of the entire outstanding capital stock of Iino Holding Ltd. (“IHL”) (the “Proposed Transaction”).

Daido manufactures and sells plain bearings for engines and other parts used for automobile, marine and construction equipment. Daido is listed on both the Tokyo Stock Exchange and the Nagoya Stock Exchange, and has a production and sales network across Japan, Europe, North America, Asia and China.

iSigma is a private equity fund established to invest mainly in Japanese small and medium sized enterprises operating in various industries such as retail, manufacturing, distribution, and logistics.

Prior to the completion of the Proposed Transaction, iSigma will acquire 0.08% of IHL from IHL’s other shareholder, iSigma BAF Employee Fund V. As a result of this acquisition, iSigma will own 100% of IHL’s outstanding capital stock at closing.

IHL is a holding company which owns 100% of Iino Manufacturing Co., Ltd. (“IMCL”), which in turn owns, among others: (a) 99.996% of Philippine Iino Corporation’s (“PIC”) outstanding capital stock; and (b) 59.9997% of Super Cub Financial Corp.’s (“SCFC”) outstanding capital stock.

PIC is a PEZA-registered manufacturer and wholesaler of dowelpins, bent pipes and other vehicle parts. Its manufacturing facilities are located in the Mactan Export Processing Zone I and Mactan Export Processing Zone II, Lapu-Lapu City, Mactan, Cebu.

SCFC is a financing company. It provides financing on installment basis to customers of Cebu Motorbike Haus, Inc., a motorcycle retailer based in Cebu.

Upon completion of the Proposed Transaction, Daido will own 100% of IHL, through which it will indirectly own 100% of IMCL and its shareholdings in various subsidiaries, including 99.996% of PIC and 59.9997% of SCFC.

See decision: http://phcc.gov.ph/commission-decision-no-08-m-0672016-acquisition-daido-metal-co-ltd-iino-holding-co-ltd/