Anderson Mori & Tomotsune, Mori Hamada & Matsumoto and Skadden Arps Slate Meagher & Flom have assisted on the JPY204.8 billion (USD1.3 billion) secondary offering of Archion Corporation shares by Daimler Truck and Toyota Motor.
Archion said the offering would expand its shareholder base, boost the number of freely tradeable shares and enhance its stock liquidity. As a result, the company expects its tradable share ratio to rise above 35%, the threshold required to maintain a listing on the Prime Market of the Tokyo Stock Exchange.
Once all procedures are completed, Daimler Truck and Toyota are each anticipated to hold 25% equity stakes. The transaction does not involve the issuance of new shares and therefore will not dilute existing shareholders’ ownership interests.
Anderson Mori & Tomotsune served as Japanese counsel to the underwriters, with the team led by Tokyo-based partners Hiroto Ando and Shintaro Takeoka.
“Our advice covered the full range of Japanese law issues arising in connection with the offering, including procedures under the Companies Act, the Financial Instruments and Exchange Act, other applicable laws and regulations and disclosure matters relating to Archion’s business,” Ando told Asia Business Law Journal.
Takeoka said the offering was particularly complex, given that Daimler Truck and Toyota needed to sell shares to adhere to certain regulatory requirements.
“This was a highly challenging transaction because, at the time of Archion’s technical listing on 1 April 2026, two major shareholders needed to sell shares and reduce their voting rights in order to satisfy antitrust requirements and meet the listing standards. The parties worked closely together to identify the optimal timing and structure for the offering, and we supported that process from a Japanese law perspective,” he told ABLJ.
Mori Hamada also advised on the secondary offering, with partner Takafumi Goto leading the team.
Skadden advised JP Morgan Securities, Merrill Lynch International, Morgan Stanley & Co International, Nomura International and SMBC Bank International as global managers.
The team comprised partners Kenji Taneda, head of the firm’s Tokyo office, and Ken Kiyota, along with Asia-Pacific counsel Yuko Ozaki and associate Jaewon Moon. Partner Stephan Hutter and associate Christoph Bender provided additional support.
Archion, which listed on the Prime Market of the Tokyo Stock Exchange on 1 April 2026, is a Japanese holding company created through the business integration of commercial vehicles manufacturers Mitsubishi Fuso Truck and Bus Corporation, and Hino Motors.
