Rare Tokyo takeover highlights scheme solution

Author: Ashley Lee | Published: 3 Dec 2014

The acquisition of a Tokyo-listed UK company required rare regulatory cooperation. It also demonstrated the flexibility of UK schemes of arrangement.

The buyer, Haitong International Securities, and the target, Asian brokerage Japaninvest, agreed the ¥2.88 billion ($24 million) deal on November 26.

A Hong Kong-listed company’s takeover of a Tokyo-listed UK-incorporated broker implemented via a UK scheme of arrangement prompted the involvement of regulators in three jurisdictions: Hong Kong, Japan and the UK.

"Takeovers via schemes of arrangement aren’t used in Japan at all," said Vivian Lam, partner at Paul Hastings who acted for Haitong International Securities, a wholly owned subsidiary of the Hong Kong-listed brokerage Haitong BVI.

"We had to explain to Japanese regulators how it works, and they needed to decide whether...