LOS ANGELES — September 8, 2021—Houlihan Lokey (NYSE:HLI), the global investment bank, today announced that it is increasing the price to be paid in its tender offer to acquire GCA Corporation (“GCA”) (TSE:2174), by ¥18 per share, for a new total of ¥1398
($12.71) per share and a total cash purchase price of approximately ¥65.9 billion ($599.1 million), based on an assumed exchange rate of ¥110 per $1.
Earlier in the day, GCA announced that it was increasing its CY 2021 consolidated revenue forecast to ¥47.5 billion ($431.8 million). This is a 21.8% increase to its previously announced CY 2021 revenue forecast of ¥39.0 billion ($354.5 million). The
announced increase in HLI’s total cash purchase price approximates the increase in GCA’s revised forecast of its CY 2021 profit.
Houlihan Lokey commenced the tender offer in Tokyo on August 4, 2021 to acquire all outstanding shares of GCA for ¥1,380 ($12.55) per share in cash, in addition to all stock options of GCA (priced to net out applicable exercise prices). The new purchase
price of ¥1,398 per share represents a 33.0% premium to the closing stock price on August 2, 2021 of ¥1,051 per share and a 42.2% premium to the three-month simple average price ended August 2, 2021.
The closing of the tender offer is subject to receiving certain regulatory approvals, and the tender to Houlihan Lokey of shares representing at least two-thirds of GCA’s fully diluted outstanding common stock. The tender offer is expected to close on
October 4, 2021. Following the successful completion of the tender offer, it is expected that Houlihan Lokey will acquire all shares not tendered through a second-step at the same price. The transaction is expected to be financed with cash on Houlihan
Lokey’s balance sheet.
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