DLA Piper have advised client TowerJazz Japan Ltd. ("TowerJazz") on the completion of a Joint Venture with Panasonic Corporation ("Panasonic").
The Joint Venture has received Panasonic's semiconductor manufacturing processes, at its three factories in Hokuriku, Japan, which will be delivered by TowerJazz for a period of five years. TowerJazz are holding 51% and Panasonic are holding 49% of the Joint Venture.
TowerJazz issued 870,454 ordinary shares to Panasonic, worth approximately $7.5 million, in consideration for the 51% equity stake that the company has in the JV. As a result of holding these shares Panasonic becomes a minority shareholder, holding approximately 1.8% of TowerJazz ordinary shares.
TowerJazz will continue Panasonic's production of semiconductors as a subcontractor for Panasonic, whilst also being able to offer its own customers state-of-the-art digital technology at an increased capacity and growing their revenue by approximately $400 million per annum. The JV will allow Panasonic to leverage TowerJazz's business to capture out-of-group sales.
Hajime Iwaki, partner at DLA Piper said: "This is a fantastic deal for our client TowerJazz, following the restructure and rationalisation of their business this will allow them to reduce costs and consolidate their Japanese operations. It is great to see two leading companies come together and result in such a successful partnership. Our role was as local counsel for Japanese issues, we needed to resolve a number of issues in rationalizing Panasonic's legacy operations within a context to remain competitive in the global market. It was a challenging deal, conducted in a very constrained timeframe and included transfer of employees from Panasonic, related benefits issues, corporate governance and structural issues."
The deal was led by Hajime Iwaki (Partner, Corporate) and supported by Makiko Takewaki (Senior Associate, Tax), Keiji Nasuda (Associate, Employment) and Keitaro Uzawa, (Associate, Tax). Ryo Takizawa (Associate, Lit. & Reg.), Kayo Ishikawa (Associate, Tax) and Ailin Sekito (Notary, Corporate) also assisted the due diligence process and documentation.
David Schapiro and Eliran Furman lead the deal fom Yigal Arnon.