Freshfields Bruckhaus Deringer (‘Freshfields’) has advised ENEOS Corporation (‘ENEOS’), the largest oil company in Japan, on its acquisition of JSR Corporation (‘JSR’)'s global elastomers business, which includes the manufacture and sale of synthetic rubber. JSR is a Tokyo Stock Exchange-listed company, engaging in the manufacture and sale of synthetic rubber and fine chemical materials.

JSR's elastomers business provides tyre materials such as ‘solution polymerisation styrene-butadiene rubber’ (SSBR), which is an indispensable raw material for treads of fuel-efficient and high-performance tyres.

JSR will establish a new company and will transfer the elastomer business and the shares of international subsidiaries and affiliates related to this business to the new company by splitting the company. ENEOS will subsequently acquire all of the shares of the new company, making it a wholly-owned subsidiary. The transaction is expected to complete on 1 April 2022.

This is a landmark transaction for ENEOS, as it is positioning itself in the high-performance materials business as part of its growth strategy.

The Freshfields team advising on the transaction was led by senior counsel Tomoko Nakajima and M&A partner Takeshi Nakao, supported by M&A partners Jochen Ellrott and Bui Thanh Tien, senior associate James Nepaulsingh and associate Wataru Shono. Antitrust partner Kaori Yamada is advising on the regulatory aspects of the transaction. Freshfields teams in Hong Kong, Shanghai, Hamburg, Brussels, New York City, Ho Chi Minh City and Hanoi provided support on due diligence and transaction structuring. The Freshfields teams also coordinated local counsel in Hungary, Thailand, India, South Korea, Indonesia and Mexico.