Orion to be bought out and become a subsidiary of Nomura and a foreign investment firm

Orion to be bought out and become a subsidiary of Nomura and a foreign investment firm

Orion Beer President Kiyoshi Yonamine (right) and Director Hiroshi Kameda holding a press conference about the management buyout (MBO) with Nomura HD and Carlyle, taken on the afternoon of January 23 at the Orion Beer headquarters in Gusukuma, Urasoe City.


 

January 24, 2019 Ryukyu Shimpo

 

On January 23, Orion Beer announced the tender offer for Orion shares by Nomura Holdings, Inc. (HD) and U.S. investment firm The Carlyle Group, along with their approval to become a wholly owned subsidiary company.

In short, Orion intends to accept the buyout by both companies.

The price per share of the tender offer is 79,200-yen and the estimated buyout price is about 570-billion yen.

Orion hopes to strengthen their competitiveness with the help of Nomura HD and Carlyle.

 

Orion explained that some of the factors for accepting the buyout by Nomura HD and Carlyle are the decreasing number of beer consumers and that not all overseas ventures are profitable.

Some shareholders also voiced their desire to cash in their shares.

Orion accepted the offer made by Nomura HD and Carlyle in order to resolve issues.

Orion also hopes this will strengthen sales structure and marketing strategies, along with improving the profitability of the hotel and real estate industries.

According to Nomura HD and Carlyle, this is not an investment that focuses on the asset value of real estate and they do not plan on selling real estate.

 

President Yonamine who held a press conference at the headquarters in Urasoe City on January 23 said, “Even under the new organization led by Nomura and Carlyle, we will become a beer company that will be loved by people from a wide range of generations. And while maintaining the DNA as a company that took root in Okinawa, we will become a company representing Okinawa the younger generation of employees can be proud of.”

The plan is to have Nomura HD and Carlyle complete their operations in about five years, with an initial public offering (IPO) also in mind.

 

The tender offer of Orion shares will move forward with a management buyout (MBO) format in which a company acquires their own shares by utilizing funds from moneymen.

The tender offer period is between January 24 and March 22.

The acquisition of shares will be undertaken by Nomura Capital Partners (NCAP), a subsidiary of Nomura HD, along with a special purpose company (SPC) Carlyle invests in.

Following the acquisition of shares, the MBO format will be followed by having Orion Chairman Yoshio Kadekaru and executives invest in the SPC.

Orion will be built in as an affiliate of the SPC.

 

Following the completion of the buyout, there will be 10 to 11 Orion directors.

NCAP and Carlyle will each have three, Orion will have three to four, and one external director from Asahi Beer will also be welcomed.

 

(English translation by T&CT and Chelsea Ashimine)

 

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