Japanese Law Firm TMI Associates Advised Snow Peak on Bain Capital Tender Offer

Japanese Law Firm TMI Associates Advised Snow Peak on Bain Capital Tender Offer

TMI Associates, one of Japan’s leading law firms, has provided legal counsel to Snow Peak, a renowned Japanese outdoor goods manufacturer, in a significant management buyout (MBO). The MBO involves a JPY34 billion ($226 million) tender offer from Bain Capital, aimed at taking Snow Peak private.

This development occurs amidst a surge of management buyouts in Japan. Last year, MBO volume reached a record high, driven by various factors. Notably, the Tokyo Stock Exchange (TSE) has been demanding greater corporate governance from listed companies. Additionally, activist investors, including hedge funds, are exerting pressure for higher returns.

TSE-listed Snow Peak engaged TMI Associates as its legal adviser in late September last year. This move followed the proposal from Bain Capital to privatize Snow Peak’s shares through a tender offer. The TMI team, led by partners Kaori Noguchi and Koji Okabe, played a pivotal role in facilitating the transaction.

The tender offer, initiated on February 21 and set to run until April 12, offers JPY1,250 ($8) per share. KK BCJ-80, incorporated on January 31, 2024, spearheads the tender offer. The entity is headed by representative director Yuji Sugimoto, a partner at Bain Capital. KK BCJ-80 operates as a wholly-owned subsidiary of its parent company, KK BCJ-79. The latter indirectly owns the entire shareholding through an investment fund that receives guidance from Bain Capital. Additionally, a stock company has been established specifically for acquiring and controlling Snow Peak.

Upon successful completion of the tender offer, Snow Peak will be delisted. However, the company’s current chairman and president, Toru Yamai, will continue to manage its operations.