Mitsuhiro Kamiya is the leader of Skadden’s Tokyo Corporate practice.  He represents Japanese and multinational clients in a broad range of corporate matters with special focus on cross-border mergers and acquisitions and joint venture transactions.

Mr. Kamiya’s practice covers all major aspects of corporate transactions, such as advice on complex legal structuring of acquisitions and major legal issues including corporate, intellectual property, antitrust and labor laws.

Some of the more significant engagements in which Mr. Kamiya has been involved include the representation of:

2010

• Fujirebio Inc., a manufacturer of medical diagnostic products and equipment, in its approximately US$110 million acquisition of Innogenetics NV (Belgium), a biopharmaceutical company that develops diagnostic products, from Abbott Laboratories;
  
  
• Kawasaki Kisen Kaisha Limited in its acquisition of a 51 percent stake in Air Tiger Express Companies, Inc.  Both companies are providers of air, land and sea transportation services;
  
  
• KDDI Corporation in its approximately US$4 billion acquisition of Liberty Global, Inc.’s intermediate holding companies, which collectively own a 37.8 percent equity stake in Jupiter Telecommunications, Co., Ltd.;
  
  
• Rakuten, Inc. in its approximately US$247 million acquisition of PriceMinister S.A.  Both companies are online shopping malls;
  
  
• Rakuten, Inc. in its approximately US$540 million sale of shares in Tokyo Broadcasting System Holdings Inc. via a share repurchase program.  Tokyo Broadcasting is a television and radio broadcasting company;

2009

• Sumitomo Mitsui Banking Corporation on its HK$1.4 billion equity investment in The Bank of East Asia, Limited;
  
  
• Aeon Inc. in the disposal of its debt and 54 percent equity stake in The Talbots, Inc. by way of the merger of BPW Acquisition Corp., a special purpose acquisition company sponsored by Perella Weinberg, with and into a subsidiary of Talbots;
  
  
• Goldman Sachs Japan Co., Ltd., as the financial advisor to LaSalle Japan Inc. REIT, in LaSalle’s statutory merger with Japan Retail Fund Investment Corporation to create the second-largest listed REIT in Japan with assets of approximately US$7.7 billion;
  
  
• Toshiba Corporation on its €4.2 billion bid (subsequently terminated) for Areva T&D, a distributor of electricity and a subsidiary of Areva SA;
  
  
• Sumitomo Mitsui Financial Group Inc. in the termination of the joint venture with Daiwa Securities Group Inc. relating to Daiwa Securities SMBC Co., Ltd. including SMFG’s sale of a 40 percent stake in Daiwa Securities SMBC to Daiwa Securities Group and the reorganization of the principal investment business;
  
  
• Goldman Sachs Japan Co., Ltd., as the financial advisor to NEC Electronics Corporation, in NEC Electronics’ statutory merger with Renesas Technology Corp.;
  
  
• CSK Holdings Corporation in its corporate restructuring including its approximately US$300 million debt-equity swap with four Japanese bank and the issue of approximately US$160 million preferred stock to Ant Corporate Advisory;
  
  
• Sumitomo Mitsui Financial Group and its subsidiary Sumitomo Mitsui Banking Corporation, in connection with its US$7.8 billion acquisition of Nikko Cordial Securities Inc. and the domestic debt and equity underwriting business of Nikko Citigroup Limited;
  
  
• Westinghouse Electric UK Limited in connection with its approximately US$100 million initial acquisition of 52 percent stake in Nuclear Fuel Industries Ltd.;
  
  
• MBK Partners (a private equity firm in South Korea), as a member of a consortium, in the consortium’s US$1.2 billion going-private management buyout of USJ Co., Ltd., a theme park operator in Japan;
  
  
• Aioi Insurance Company, Limited in its proposed business combination with Nissay Dowa General Insurance Company, Limited and Mitsui Sumitomo Insurance Group Holdings, Inc. to form the largest non-life insurance company group in Japan with a combined reported net premium written of JPY 2,730 billion (US$31 billion);

2008

• Sumitomo Mitsui Banking Corporation in its business alliance with The Bank of East Asia, Limited;
  
  
• Nomura Holdings, Inc. in its acquisition of the Asia-Pacific operations of Lehman Brothers Holdings Inc.;
  
  
• Goldman Sachs & Co., acting as the financial advisor to Millennium Pharmaceuticals, Inc. in its US$8.8 billion acquisition by Takeda Pharmaceutical Company Limited;

2007

• TPG Capital, Inc. in connection with its approximately US$300 million investments in NIS Group and its Chinese subsidiaries;
  
  
• Morgan Stanley Japan Limited in connection with its capital and strategic business alliance with Sapporo Holdings Limited and its subsidiary Yebisu Garden Place Co., Ltd.;
  
  
• Macquarie Airports and Macquarie Bank Limited in their approximately US$390 million acquisition (through their jointly formed special purpose entity) of a 19.89 percent stake in Japan Airport Terminal Co. Ltd.;
  
  
• Goldman Sachs Japan Co., Ltd., acting as financial advisor to TDK Corporation, in its all-cash tender offer to acquire all the shares and share acquisition rights of Densei-Lambda K.K. other than those owned by TDK;
  
  
• Toshiba Corporation in the US$540 million sale of a 10 percent stake in Westinghouse acquisition vehicles formed by Toshiba to Kazatomprom, a supplier of uranium based in Kazakhstan;
  
  
• Morgan Stanley Japan Limited in its approximately US$2.4 billion acquisition via an auction of 13 hotels in Japan from All Nippon Airways, Co., Ltd.;
  
  
• The Furukawa Electric Co., Ltd. in its US$99 million sale of a controlling interest in Optical Communications Products, Inc. to Oplink Communications, Inc.;
  
  
• TPG Capital, Inc. in its approximately US$170 million acquisition of a 14 percent stake in TOMY Company, Ltd.;

2006

• Toshiba Corporation in its sales of its minority interest (23 percent or US$1.2 billion) to strategic partners The Shaw Group Inc. and Ishikawajima-Harima Heavy Industries Co., Ltd.;
  
  
• Oji Paper Company in its attempt to acquire a controlling stake in Hokuetsu Paper Mills, Ltd. through a tender offer of up to US$1.5 billion;
  
  
• NEC Corporation in its establishment of the mobile handsets joint venture with Matsushita Electric Industrial Co., Ltd. and Panasonic Mobile Communications Co., Ltd.;
  
  
• Toshiba Corporation in its US$5.4 billion acquisition of Westinghouse Electric Company from British Nuclear Fuels plc;

2005

• Goldman Sachs (Japan) Co., Ltd., as financial advisor to Taito Corporation, in the US$610 million all-cash tender offer bid launched by Square Enix Co., Ltd. for all of Taito’s common stock, followed by a cash-out share-for-share exchange to convert Taito to Square Enix’s wholly owned subsidiary;
  
  
• Rakuten, Inc. in its proposed business combination with Tokyo Broadcasting Systems, Inc.;
  
  
• Livedoor Co., Ltd., in its attempt to gain control of Nippon Broadcasting System, a member of the Fuji-Sankei Communications Group;

2004

• KDDI Corporation in its establishment of the global outsourcing services joint venture with BT Group;
  
  
• Tokyu Corporation in its business alliance with its wholly owned subsidiary of Tokyu Department Store, Co., Ltd. and Isetan Co., Ltd.;
  
  
• Fujirebio Inc. in its US$168 million recommended tender offer for approximately 33.3 percent of SRL Inc., followed by a share-for-share exchange to convert SRL to its wholly owned subsidiary and a company split to make Fujirebio (now called Miraca Holdings Inc.) a holding company that owns 100 percent equity in a new Fujirebio and SRL, respectively;
  
  
• The Goldman Sachs Group, Inc., financial advisor to Sumitomo Mitsui Financial Group Inc., in its proposed unsolicited acquisition of UFJ Holdings, Inc.;
  
  
• KDDI Corporation in connection with BT Group plc’s US$965 million all-cash acquisition of Infonet Services Corporation;
  
  
• NTT DoCoMo Inc., a 16 percent stockholder of AT&T Wireless Services, Inc., in the public auction of AT&T Wireless won by Cingular Wireless LLC for US$41 billion;
  
  
• NEC Corporation in its agreed US$377 million sale of 100 percent of the shares of its plasma display subsidiary to Pioneer Corporation and related intellectual property asset sales; and

2003

• Nomura Principal Finance Co., Ltd. in its US$345 million management buyout of Toshiba Tungaloy Co., Ltd.

Mr. Kamiya also has been involved in capital markets transactions including the representation of:

• the Commonwealth of Australia in its government guaranteed bond scheme under which certain Australian banks are to issue Samurai bonds to be guaranteed by the government;
  
  
• the Commonwealth of Australia in its public offering without listing (POWL) of ordinary shares of Telstra Corporation Limited; and
  
  
• the ministry of finance of Italy in its POWL of common stock in ENEL SpA.

Recently, Mr. Kamiya was selected for inclusion by Chambers Global: The World’s Leading Lawyers for Business, Chambers Asia, Global Counsel 3000 and The Asia Pacific Legal 500.