[Capital Policy] Advisory Services for Kanto Railway on Keisei Electric Railway's Tender Offer

Keisei Electric Railway Co., Ltd. (head office: Chiba, Chiba Prefecture), extended a tender offer to secure a larger stake in its equity method affiliate, Kanto Railway Co., Ltd. (headquarters: Tsuchiura, Ibaraki Prefecture). In line with the deal, in which Keisei Electric Railways plans to turn Kanto Railway into a consolidated subsidiary, DBJ provided advisory services related to the consideration of capital policies for Kanto Railway.

Keisei Electric Railway considered the potential of generating business synergies by turning Kanto Railway into a consolidated subsidiary. The company anticipates benefits above a certain level, including the fortification of earnings power in the bus business. Kanto Railway decided that, based on Keisei Electric Railway's proposed terms of business (TOB), the deal would strengthen its earnings power through enhanced collaboration with the Keisei Electric Railway Group and would create synergies, including expanding its business infrastructure, thus improving its growth and corporate value going forward. In light of this, Kanto Railway expressed its approval of the TOB.

As a result, Keisei Electric Railway's share of the voting rights in Kanto Railway rose to 56.46% from 30.09%, enabling it to achieve its goal of turning Kanto Railway into a consolidated subsidiary.

DBJ provided financial advisory services to Kanto Railway, the target of the tender offer, and coordinated each process up to the successful closing of the deal. DBJ also provided them capital policy advisory services, including support for preparation of the company's position statement and other disclosure documents, calculation of the share price as a third party, support of due diligence, and overall adjustments for the execution of the deal, including the design and coordination of measures to ensure fairness.

Scheme