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Mitsuhiro Kamiya

<i>Bengoshi Partner</i>

Bengoshi Partner

Corporate Transactions, including Mergers and Acquisitions, Joint Ventures and Restructurings

Skadden Arps Law Office, registered associated office of Skadden Arps Foreign Law Office
Tokyo

T: +81.3.3568.2228

F: 81.3.3568.2626

mitsuhiro.kamiya@skadden.com

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

Mr. Kamiya’s recent or significant merger and acquisition engagements include the representation of:

  • Technology/Media/Telecom: Advantest Corporation in its US$1.1 billion acquisition of Verigy Ltd.; Broadcom Corporation in its US$164 million acquisition of the 4G wireless chip unit from Renesas Electronics Corporation; EnerNOC, Inc. in its demand response power joint venture with Marubeni Corporation; Furukawa Electric Co., Ltd. in its acquisition of SuperPower Inc. from Phillips Group; KDDI Corporation in its US$4 billion acquisition of a 37.8 percent equity stake in Jupiter Telecommunications, Co., Ltd. from Liberty Global; Ibiden Co., Ltd. in its €51 million acquisition of the CERAM Group division from Frauenthal Holding AG; Livedoor Co., Ltd. in its attempt to gain control of Nippon Broadcasting System; NEC Corporation in its US$377 million sale of its plasma display subsidiary to Pioneer Corporation and related intellectual property assets and in its establishment of the mobile handsets joint venture with Matsushita Electric Industrial Co., Ltd. and Panasonic Mobile Communications Co., Ltd.; Nikkei Inc. in its £844 million acquisition of the Financial Times Group from Pearson PLC; 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; Oji Paper Company in its attempt to acquire a controlling stake in Hokuetsu Paper Mills, Ltd.; Rakuten, Inc. in its proposed business combination with Tokyo Broadcasting Systems, Inc. (TBS); its US$247 million acquisition of PriceMinister S.A.; and TBS’s US$540 million share buyback; Sharp Corporation in its US$120 million equity investment from Qualcomm Incorporated; Sprint Nextel Corporation in its US$21.6 billion sale of 78 percent stake to Softbank Corp.; Toray Industries, Inc. in its US$584 million acquisition of Zoltek Companies, Inc.; Toshiba Corporation in its US$5.4 billion acquisition of Westinghouse Electric Company from British Nuclear Fuels plc.; its €4.2 billion bid for Areva T&D, a subsidiary of Areva SA; and its acquisition of a 20 percent indirect stake of Westinghouse Electric Company from a subsidiary of The Shaw Group; Umicore S.A. in a catalyst joint venture with Nippon Shokubai Co., Ltd.; and Westinghouse Electric UK Limited in connection with its US$100 million acquisition of 52 percent stake in Nuclear Fuel Industries Ltd.;
  • Financial Institutions and Private Equity: Aioi Insurance Company, Limited in its business combination with Nissay Dowa General Insurance Company, Limited and Mitsui Sumitomo Insurance Group Holdings, Inc.; Baring Private Equity Asia’s fund in the sale of all stake in Net Japan to Orix Corporation’s SPV; The Carlyle Group in its US$380 million acquisition of Diversey Japan from Sealed Air Corporation; Goldman Sachs, acting as financial advisor to LaSalle Japan REIT Inc., in LaSalle’s statutory merger with Japan Retail Fund Investment Corporation; MBK Partners, as a member of a consortium, in the consortium’s US$1.2 billion going-private management buyout of USJ Co., Ltd. and in the subsequent recapitalization and financing of a new Harry Potter-themed attraction for Universal Studios Japan; Mitsui Sumitomo Insurance Co., Ltd. in its £3.46 billion acquisition of Amlin PLC; Nomura Holdings, Inc. in its acquisition of the Asia Pacific operations of Lehman Brothers Holdings Inc.; Seven Bank, Ltd. in its US$130 million acquisition of Financial Consulting & Trading International, Inc. (FCTI) from FCTI Holdings, LLC; Seven Bank, Ltd. and its subsidiary FCTI in the acquisition of the ATM business owned by Global Axcess Corp. as a so-called 363 Sale of U.S. Chapter 11 procedure; Sumitomo Mitsui Banking Corporation in its HK$1.4 billion equity investment in The Bank of East Asia, Limited and in its acquisition of 24 percent stake in China Post & Capital Fund Management Co., Ltd. from Beijing Chang’an Investment Group Co., Ltd.; Sumitomo Mitsui Banking Corporation and SMBC Nikko Securities Inc. in their minority investment in, and business and capital alliance with, Moelis & Company; Sumitomo Mitsui Financial Group 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; and TPG Capital, Inc. in its US$170 million acquisition of a 14 percent stake in TOMY Company, Ltd. and its US$300 million investments in NIS Group and its Chinese subsidiaries;
  • Health Care: Fujirebio Inc. in its business combination with SRL Inc. to form Miraca Holdings Inc. and its US$110 million acquisition of Innogenetics NV from Abbott Laboratories; Goldman Sachs, acting as financial advisor to Millennium Pharmaceuticals, Inc., in its US$8.8 billion acquisition by Takeda Pharmaceutical Company Limited; Miraca Holdings, Inc. in a US$725 million acquisition of the anatomic pathology business of Caris Life Science, Inc.and in its agreement to form a genetic testing service joint venture company with Baylor College of Medicine; and Otsuka Pharmaceutical Co., Ltd. in its US$886 million acquisition of Astex Pharmaceuticals, Inc. and its US$3.5 billion acquisition of Avanir Pharmaceuticals, Inc.;
  • Retail and Other Services: Aeon Inc. in the disposal of its debt and 54 percent equity stake in The Talbots, Inc.; AirAsia Berhad’s investment vehicle in the formation of the joint venture AirAsia Japan with Rakuten, Inc. and others; The Coca-Cola Company in the business combination of its four Japanese bottling affiliates; CSK Holdings Corporation in its corporate restructuring; Kawasaki Kisen Kaisha Limited in its acquisition of a 51 percent stake in Air Tiger Express Companies, Inc.; Macquarie Airports and Macquarie Bank Limited in their US$390 million acquisition of a 19.89 percent stake in Japan Airport Terminal Co. Ltd.; Morgan Stanley Japan Limited in its US$2.4 billion acquisition via an auction of 13 hotels in Japan from All Nippon Airways, Co., Ltd.; Prospect Co., Ltd. in its unsolicited offer for a controlling stake in Yutaka Shoji Co., Ltd.; Recruit Co., Ltd. in its acquisition of Indeed, Inc., the leading U.S. operator of global online jobs search; and Visa Inc.’s SPV on its acquisition of all remaining shares in GP Network Corporation from TSYS Japan LLC and other minority shareholders.

Bar Admissions

Japan (Bengoshi)
New York

Education

LL.M., Columbia University School of Law, 1994 (Stone Scholar; Associate Editor, Columbia Journal of Transnational Law)

LL.M., University of Cambridge, 1993

Diploma of Completion, the Legal Research and Training Institute of the Supreme Court of Japan, 1988

LL.B., University of Tokyo, 1986

Associations

Member, International Fiscal Association

Member, Japanese Group of the International Association for the Protection of Intellectual Property

Member, International Affairs Committee of Dai-ichi Tokyo Bar Association

Other Offices

Publications

"Employee Retention Issues Arising Out of the Acquisition of US Companies"

M&A Review

"The Overview of the Current Application of the UK Takeover Regulation and its Implication to the Japanese TOB Regulation"

The Journal of the Japanese Institute of International Business Law

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