The firm is representing ANA Holdings Inc. in connection with the $139.5 million (approximately JPY 13.7 billion) acquisition of Pan Am Holdings, Inc. (“Pan AM”) and its subsidiaries, including Pan Am International Flight Academy, Inc., from American Capital, Ltd. (“ACAS”), affiliates of ACAS and other Pan Am shareholders. The transaction, which is subject to customary closing conditions, including regulatory approvals, is expected to close by the end of 2013.

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The Firm recently represented Dentsu Inc. in connection with its offering of 35 million shares of common stock, which included an international offering to institutional investors pursuant to Rule 144A and Regulation S. The offering raised approximately ¥121,886 million.

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The Tokyo office of the Firm recently represented the initial purchasers, led by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. in an offering of $500,000,000 2.100% Senior Notes due 2018 by Japan Tobacco Inc.  The notes were sold to international investors outside of Japan in reliance on Rule 144A and Regulation S. The notes are listed on the Singapore Stock Exchange.

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International law firm Freshfields Bruckhaus Deringer has advised Meiji Yasuda Life Insurance Company (Meiji Yasuda) on its 15% capital investment in Thailand based insurer Thai Life Insurance Public Company Limited (Thai Life).

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Davis Polk advised Sumitomo Mitsui Banking Corporation in connection with its $2 billion senior debt offering in reliance on the Section 3(a)(2) exemption of the Securities Act. The offering consisted of $500 million of 1.45% senior bonds due 2016, $500 million of 2.5% senior bonds due 2018, $700 million of 3.95% senior bonds due 2023 and $300 million of 3.95% senior floating-rate bonds due 2016, each guaranteed by Sumitomo Mitsui Banking Corporation’s New York branch. The joint lead managers for the offering were Goldman, Sachs & Co., Citigroup Global Markets Inc., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SMBC Nikko Securities Inc.

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Ropes & Gray is providing U.S. legal counsel to Mitsubishi Tanabe Pharma Corporation (MTPC) in its definitive arrangement agreement to acquire of all of the issued and outstanding common shares of Medicago Inc., other than the shares currently held by Philip Morris Investments B.V. an affiliate of Philip Morris International Inc. and MTPC, in a transaction valued at approximately $357 million. The transaction was announced on July 12, 2013; and upon its completion, Medicago will be jointly owned by MTPC (60%) and PMI (40%).

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The Tokyo office of the Firm recently represented Suntory Beverage & Food Limited in connection with its initial public offering on the Tokyo Stock Exchange, which included a global offering to institutional investors pursuant to Rule 144A and Regulation S.  As of its completion, the IPO was the largest in Asia in 2013.

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The Firm recently represented Sumitomo Mitsui Trust Holdings, Inc. in connection with its Rule 144A and Regulation S offering of 217 million shares of common stock. The offering raised approximately ¥94 billion (US$ 935 million). Goldman Sachs International and J.P. Morgan were the Joint Lead Managers for the offering.

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Davis Polk advised Elpida Memory, Inc. (Elpida), a debtor in a corporate reorganization proceeding pending in Japan, in obtaining United States recognition of its Japanese plan of reorganization. Elpida’s highly contested cross border reorganization case has been (and continues to be) followed with great interest among bankruptcy practitioners, judges and academics around the world, largely due to the novel issue of Chapter 15 recognition of a Japanese reorganization plan – which had been sought but never obtained in any prior Chapter 15 case. Elpida’s U.S. recognition order marks the first time a United States court has granted full recognition to a Japanese reorganization plan under Chapter 15 of the U.S. Bankruptcy Code.

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Herbert Smith Freehills has advised Mitsubishi Heavy Industries, Ltd. (“MHI”) on the proposed worldwide merger with Hitachi, Ltd. (“Hitachi”) of their respective thermal power operations. The firm has been working together with Japanese law firm Nishimura & Asahi, German law firm Noerr LLP, South African law firm Werksmans Attorneys, Polish law firm WKB Wiercinski, Kwiecinski, Baehr, and Greek law firm Zepos & Yannopoulos on this deal. The Definitive Agreements were signed on 11 June 2013.

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