Digital camera and medical equipment maker Fujifilm Holdings said on Wednesday it will spend up to 155 billion yen ($1.45 billion) to take control of drug maker Toyama Chemical to grow in the pharmaceuticals market.
Fujifilm, the world's second-largest maker of endoscopes behind Olympus, is offering 880 yen per Toyama Chemical share in a tender offer from Feb 19 to March 18 -- a 39 percent premium to its latest close.
Fujifilm will aim to buy at least 73.19 million shares, but will purchase all shares tendered with the exception of the 43 million shares, or 22 percent stake, held by top Toyama shareholder Taisho Pharmaceutical.
That means Fujifilm's total bill for the tender offer could reach 135 billion yen.
In addition, Fujifilm will buy about 20 billion yen worth of new shares issued by Toyama Chemical in a private placement at the end of February. Taisho Pharmaceutical will also buy about 10 billion yen worth of newly issued shares.
Fujifilm said in a statement that its stake in Toyama could total about 76 percent following the tender offer and private placement, but that it ultimately aims to hold a stake of about 66 percent and for Taisho to hold about 34 percent.
Robust sales of endoscopes, used to examine internal organs, have driven growth at Fujifilm. The precision equipment maker hopes the acquisition of Toyama Chemical, best known for a bird flu drug candidate, will help it expand into preventive care and treatment.
News of the bid was first reported in the morning edition of the Nikkei business daily.
Shares of Fujifilm fell 1.5 percent to close at 3,890 yen, while Taisho dropped 1.6 percent to 2,195 yen. Toyama's stock was untraded throughout the day due to a glut of buy orders and closed at 731 yen, up 15.8 percent.