Sony in $3.7 Billion Tender Offer to Take Sony Financial Holdings Private

May 20, 2020

Cleary Gottlieb is representing Sony Corporation (Sony) in its ¥400 billion (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 (approximately $24) per share, a premium of about 26% over the closing price of ¥2,064 (approximately $19) on May 18. 2020. 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 is a creative entertainment company with a solid foundation of technology. From game and network services to music, pictures, electronics, semiconductors, and financial services, its purpose is to fill the world with emotion through the power of creativity and technology.

SFH is a holding company whose businesses include life insurance and non-life insurance, banking, and nursing care in Japan.