Bain nears $8bn deal to buy Hitachi Metals

Bain Capital is closing in on an $8bn deal to acquire Hitachi Metals after a consortium led by the US private equity group was granted exclusive negotiating rights for the Tokyo-listed materials group, according to people with direct knowledge of the discussions.

The expected deal, which has been under discussion since last August, will involve Hitachi selling its approximately 53 per cent stake in Hitachi Metals, which has historically been one of the Japanese conglomerate’s most important subsidiaries.

The sale of its majority shareholding in Hitachi Metals would take the parent company one step closer to clearing its books of stakes in its listed subsidiaries. Investors have identified that goal as a metric of corporate governance progress.

The sale also comes on the heels of Hitachi’s $9.5bn deal to buy US software engineering group GlobalLogic, which is expected to be the Japanese company’s biggest ever acquisition and will increase its interest-bearing debt to $28bn.

“If the company monetises some of the stakes in its remaining listed subsidiaries, Hitachi Construction Machinery and Hitachi Metals . . . it would have additional liquidity to manage its total debt and leverage,” Motoki Yanase, senior credit officer at rating agency Moody’s, said in a report on Monday.

The Bain-led consortium includes Japan Industrial Partners (JIP) and Japan Industrial Solutions (JIS). JIP was set up almost 20 years ago with investments from lender Mizuho and Bain. It has been involved in the acquisition of a range of Japanese industrial gems, including Sony’s Vaio laptop business and the defence equipment subsidiary of NEC. JIS is a private equity asset manager set up in 2010 with capital from Japan’s largest megabanks.

Bain’s exclusive negotiating rights for Hitachi Metals come as global private equity firms, including KKR, Carlyle, Blackstone and Apollo are stepping up their presence in Japan, as large conglomerates jettison non-core businesses and property.

In a sign of the surging ambitions of private equity in Japan, Toshiba said on Wednesday that it had received a formal approach from the European fund CVC. People familiar with the situation said the mooted $20bn deal could become the largest leveraged buyout in Japanese history.

Bain has put together a string of deals in recent years. The largest was the 2018 acquisition of Toshiba Memory, which it bought for $18bn as part of a consortium that included South Korea’s SK Hynix. Last May, Bain also bought Showa Aircraft Industry in a deal that gave the Boston-based fund a 1.25m sq m bank of land outside Tokyo.

Hitachi said no formal decision on the sale has been made. Hitachi Metals declined to comment.

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