Hiroshi Sarumida is a partner in the Global Mergers & Acquisitions practice of Orrick’s New York office, and also the U.S. Chair of the firm’s Global Japan Transactional Practice.

Hiroshi has 25 years of experience advising on a broad range of corporate transactions, especially representing Japanese multinational corporations in matters involving cross-border mergers and acquisitions, international joint ventures, corporate restructuring transactions, international corporate finance transactions, U.S. and transnational litigations and other dispute matters, and crisis management.

  • Significant transactions where Hiroshi has advised include:

    Advantest Corporation in an initially unsolicited, but subsequently agreed upon, $1.1 billion acquisition (including the antitrust aspects) of Verigy Ltd.

    FRONTEO, Inc. in its JPY2.5 billion offshore issuance of bonds with stock acquisition rights

    Furukawa Electric Co. Ltd. in its acquisition of SuperPower Inc. from the Philips Group

    LINTEC Corporation in its $375 million purchase of MACtac Americas LLC from Platinum Equity

    Marubeni Corporation in its acquisition of Creekstone Farms Premium Beef, LLC

    Nitto Denko Corporation in

    • its acquisition of Avecia Biotechnology, Inc.;
    • its acquisition of Altea Therapeutics Corporation;
    • the sale of Aveva Drug Systems Inc. to Apotex Inc.;
    • its acquisition of Girindus America, Inc.;
    • its acquisition of Irvine Pharmaceutical Services, Inc. and Avrio Biopharmaceuticals, LLC;
    • its acquisition of nolax Airbag AG from nolax Holding AG from nolax Holding AG; and
    • its agreement granting Bristol-Myers Squibb Company exclusive worldwide rights for the development and commercialization of Nitto's investigational siRNA molecules for an upfront payment of $100 million to Nitto with the rights to receive subsequent clinical and regulatory milestone payments, royalties, sales based milestone payments, as well as option exercise payments

    NTT DoCoMo, Inc.
    • in its acquisition of a 26 percent stake in Tata Teleservices Limited via a $2.7 billion strategic investment. This deal was awarded as a "Deal of the Year" by India Business Journal and by Asian-Counsel magazine;
    • in connection with the public auction of AT&T Wireless Services, Inc. (16 percent of which was owned by NTT DoCoMo) won by Cingular Wireless LLC for $41 billion; and
    • in its $3 billion and $1.7 billion issuer tender offers as international counsel

    Otsuka Pharmaceutical Co., Ltd. In:

    • its $3.5 billion acquisition of Avanir Pharmaceuticals, Inc.;
    • its $886 million acquisition of Astex Pharmaceuticals, Inc.; and
    • in its acquisition of Neurovance, Inc. for $100 million in upfront payments at closing, up to $150 million in additional payments contingent on achievement of development and approval milestones, and future additional payments contingent on achievement of sales milestones

    Sumitomo Mitsui Banking Corporation in its $1.1 billion acquisition of Flagship Rail Services LLC.

    Toray Industries, Inc. in its $584 million acquisition of Zoltek Companies, Inc.

    Toshiba Corporation in:

    • its $5.4 billion acquisition of Westinghouse Electric Company;
    • the $1.2 billion sale of a 23 percent stake in Westinghouse acquisition vehicles to two strategic partners: The Shaw Group Inc. and IHI Corporation;
    • the $540 million sale of a 10 percent stake in Westinghouse acquisition vehicles formed by Toshiba, to National Atomic Company Kazatomprom, a supplier of uranium based in Kazakhstan; and
    • its $1.6 billion acquisition of an additional 20 percent stake in Westinghouse Electric Company LLC from Nuclear Energy Holdings LLC, a subsidiary of the Shaw Group Inc.

    Toyota Industries Corporation in its pending $2 billion acquisition of the commercial finance business of Toyota Motor Credit Corporation

    Hiroshi also has acted as a special U.S. counsel in many high-profile, Japanese, hostile takeover contests, and has advised Japanese clients on corporate defense measures and U.S. securities law ramifications for Japanese M&A activities, including:

    • Livedoor Co. in the injunctive relief of suspending issuance of options by Nippon Broadcasting System in the context of its attempt to gain control of Nippon Broadcasting System;
    • Oji Paper Company in its attempt to acquire a controlling stake in Hokuetsu Paper Mills through a tender offer; and
    • Rakuten, Inc. in its proposed business combination with Tokyo Broadcasting Systems, Inc.

News