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Japan's SoftBank to Acquire Fortress Investment Group $FIG for $3.3B

Japan's SoftBank to Acquire Fortress Investment Group $FIG for $3.3B

In September 2016, SoftBank acquired British semiconductor IP company ARM Holdings plc for $32 billion. The company was founded in 1981 and is headquartered in Tokyo, Japan. “Fortress’s excellent track record speaks for itself, and we look forward to benefitting from its leadership, broad-based expertise and world-class investment platform,” said Masayoshi Son, Chairman and CEO of SoftBank Group Corp. “For SoftBank, this opportunity will immediately help expand our group capabilities, and, alongside our soon-to-be-established SoftBank Vision Fund platform, will accelerate our SoftBank 2.0 transformation strategy of bold, disciplined investment and world class execution to drive sustainable long-term growth.” “SoftBank is an extraordinary company that has thrived under the visionary leadership of Masayoshi Son,” said Fortress Co-Chairmen Pete Briger and Wes Edens. “We are very pleased to announce an agreement setting our business on a great path forward as part of SoftBank, while creating significant value for our shareholders. We join a company with tremendous scale and resources, and a culture completely aligned with our focus on performance, service and innovation. We anticipate substantial benefits for our investors and business as a whole, and we have never been more optimistic about our prospects going forward.” Under the terms of the merger agreement, which was unanimously approved by a Special Committee of Independent Directors of Fortress’s Board of Directors and Fortress’s full Board of Directors, each Fortress Class A shareholder will receive $8.08 per share, which represents a premium of 38.6% to the closing price of Fortress Class A common stock on February 13, 2017, and a premium of 51.2% to Fortress’s 3-month volume-weighted average price, excluding dividends. In addition, each Fortress Class A shareholder may receive up to two regular quarterly dividends prior to the closing, each in an amount not to exceed $0.09 per Class A Share. Fortress plans to maintain its current base dividend of $0.09 per share for the fourth quarter of 2016 and, if closing does not occur prior to the applicable payment date, for the first quarter of 2017. Fortress principals Pete Briger, Wes Edens and Randy Nardone have agreed to continue to lead Fortress, and have committed to invest 50% of their after-tax proceeds from the transaction in Fortress-managed funds and vehicles, underscoring a deep alignment with the interests of Fortress’s limited partner investors, and in equity securities of SoftBank and SoftBank-managed funds and vehicles. In addition, the Fortress principals have agreed to vote shares representing an aggregate of 34.99% of the outstanding Fortress voting shares held by them in favor of the transaction. Fortress’s senior investment professionals will remain in place and will retain their significant participation interests in fund performance. Fortress will operate within SoftBank as an independent business headquartered in New York, and SoftBank is committed to maintaining the leadership, business model, brand, personnel, processes and culture that have supported Fortress’s success to date. SoftBank can bring in partners for a portion of the investment. Nizar Al-Bassam and Dalinc Ariburnu of F.A.B. Partners, who arranged the transaction, will continue to advise SoftBank with respect to Fortress. The deal is subject to approval by Fortress shareholders, certain regulatory approvals and other customary closing conditions, and is expected to close in the second half of 2017. J.P. Morgan Securities LLC acted as financial advisor, Weil, Gotshal & Manges LLP and Kirkland & Ellis LLP provided legal counsel, and KPMG LLP acted as accounting and tax advisor to SoftBank. Morgan Stanley & Co. LLC acted as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to Fortress. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided legal counsel to the Fortress principals. Evercore acted as financial advisor, and Davis Polk & Wardwell LLP provided legal counsel to the Special Committee of Fortress’s Board of Directors. Photo: Masayoshi Son, Chairman and CEO of SoftBank.]]>

Nippon Paper to Buy Liquid Packaging Plant From @Weyerhaeuser $WY for $285M

Nippon Paper to Buy Liquid Packaging Plant From @Weyerhaeuser $WY for $285M

Nikkei Asian Review reported. The Japanese company will establish a wholly owned subsidiary by the end of September, buying Weyerhaeuser’s facilities in Washington state, as well as sales offices in Japan, the U.S. and South Korea. Nippon Paper will also take on about 500 employees. According to Nikkei, the acquisition will be the largest for the company since spending 42.6 billion yen to purchase a stake in a Chinese firm in 2010. Weyerhaeuser announced the planned sale of its pulp mills in May 2016. A strategic review of the company’s Cellulose Fibers business was initiated in November 2015. The company’s review of its printing papers joint venture is ongoing. “This transaction creates significant value for Weyerhaeuser shareholders and enhances the focus of our portfolio as we work to be the world’s premier timber, land, and forest products company,” said Doyle R. Simons, president and chief executive officer. Weyerhaeuser expects to use a substantial portion of the estimated $225 million after-tax proceeds for repayment of debt. The transaction is subject to customary closing conditions, including regulatory review, and is expected to close in the third quarter 2016. The Weyerhaeuser liquid packaging board mill and Nippon Paper Industries will continue to operate separately until the transaction closes. Nippon Paper Industries Co., Ltd. is a holding company which engages in the manufacture and sale of paper products. Its operations are carried out through the following segments: Paper and Pulp, Paper-related, Wood Products and Construction Related, and Other. Nippon’s Paper and Pulp segment handles the production and sale of printing paper, paperboard, household paper, pulp, and papermaking materials. The Paper-related segment provides processed paper, chemical products, and functional materials. The Wood Products and Construction Related segment offers lumber, construction materials, and civil engineering services. The Other segment includes beverage, logistics, and leisure businesses. The company was founded in 1949 and is headquartered in Tokyo, Japan. Weyerhaeuser, one of the world’s largest private owners of timberlands, began operations in 1900. The company owns or controls more than 13 million acres of timberlands, primarily in the U.S., and manages additional timberlands under long-term licenses in Canada. It manages these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood and cellulose fibers products. The company operates a real estate investment trust (REIT). In February 2016, it merged with Plum Creek Timber Co. Inc. In 2015, Weyerhaeuser and Plum Creek, on a combined basis, generated approximately $8.5 billion in net sales and employed nearly 14 thousand people worldwide. The company is based in Federal Way, Washington.]]>