Sony Corporation’s $3.7 Billion Tender Offer For Sony Financial Holdings

Cleary Gottlieb Steen & Hamilton advised Sony Corporation on the deal.

Sony Corporation (SONY) executed its 400 billion yen (approximately $3.7 billion) tender offer for common shares and stock acquisition rights of Sony Financial Holdings Inc. (SFH), a Tokyo Stock Exchange-listed company of which SONY currently owns 65.04%, with a view to making SFH a wholly-owned subsidiary of SONY.

Pursuant to the tender offer, SONY is offering to acquire all of SFH’s common shares and stock acquisition rights not held by SONY or SFH. Sony is offering 2,600 yen (approximately $24) per share, a premium of about 26% over Monday’s closing price of 2,064 yen (approximately $19). The tender offer period will last from May 20, 2020 through July 13, 2020. In the event that SONY acquires more than two-thirds, but less than all, of the outstanding common shares of SFH, SONY intends to squeeze out any remaining minority shareholders as permitted under the Companies Act. If the tender offer (and if necessary, squeeze-out) is consummated, SFH will be delisted from the Tokyo Stock Exchange and operate as a 100% wholly-owned subsidiary of SONY.

Sony Corporation manufactures audio, home video game consoles, communications, key device, and information technology products for the consumer and professional markets. The Company’s other businesses include music, pictures, computer entertainment, and online businesses.

The Cleary Gottlieb team advising Sony included partners Chris Austin (Picture), Adam Fleisher and Jim Langston and associates Max Wade and Matt Kelleher, with invaluable assistance from partner David Lopez, counsel Jonathan Gifford, senior attorney David Stewart Fisher and associate Amy Hinz.

Involved fees earner: Christopher Austin – Cleary Gottlieb Steen & Hamilton; Adam Fleisher – Cleary Gottlieb Steen & Hamilton; Jonathan Gifford – Cleary Gottlieb Steen & Hamilton; Amy Hinz – Cleary Gottlieb Steen & Hamilton; Matthew Kelleher – Cleary Gottlieb Steen & Hamilton; Jim Langston – Cleary Gottlieb Steen & Hamilton; David Lopez – Cleary Gottlieb Steen & Hamilton; David Stewart Fisher – Cleary Gottlieb Steen & Hamilton; Max Wade – Cleary Gottlieb Steen & Hamilton;

Law Firms: Cleary Gottlieb Steen & Hamilton;

Clients: Sony Corporation;

Author: Ambrogio Visconti