Asa Shinkawa Partner

Tel： +81-3-6250-6214(Direct) Fax： +81-3-6250-7200 E-mail： [email protected]

Asa Shinkawa has been a partner in the M&A/corporate group at Nishimura & Asahi since 2001. Ms. Shinkawa has a long and successful history of advising domestic and foreign private equity firms as well as corporations on complex M&A transactions and corporate governance, including tender offers, cross- border transactions, domestic acquisitions and divestitures and going private transactions, restructurings and spin-offs, joint ventures, and numerous other types of transactions and commercial arrangements. She has outstanding expertise in structuring high-profile, complex transactions involving multiple parties, and in taking the lead on multifaceted negotiations that require not only legal knowledge but also a strategic perspective and business acumen, allowing her to structure unique, value-creating transactions among diverse parties while being attentive to and balancing the various parties’ needs. Since 2009 Ms. Shinkawa has been recognized as one of the world’s leading lawyers in the field of Corporate/Mergers and Acquisitions in Chambers Global - The World’s Leading Lawyers for Business, is ranked as one of the top practitioners in in the field of Corporate/M&A, and has received many other accolades.

In addition, she has advised on M&A transactions and integration/business combinations between public corporations, in which merger control considerations were a critical prerequisite for the consummation of the transactions. Ms. Shinkawa also has advised extensively on the application of antitrust law in relation to joint ventures, business alliances, and other types of cooperative arrangements between competitors, sole-distributorship arrangements, distribution agreements, dealer agreements, and license arrangements.

She was involved in the reform of the electricity system in Japan as an expert member of the Electricity and Gas Market Surveillance Commission (EGC) and other various governmental committees in connection with renewable energy and natural resources under Japan’s Ministry of Economy, Trade and Industry (METI).

Qualifications . Admitted in Japan (1991) . Admitted in New York (1998)

Education . Harvard Law School (LL.M.) (1997) . The University of Tokyo (LL.B.) (1989)

Other Professional Experience . Outside Director, Tokyo Electric Power Company Holdings, Inc. (2021 - current) . Outside Director, Co., Ltd. (2020 - current) . Visiting Professor, University of Tokyo Graduate Schools for Law and Politics (2019 - current) . Member of Working Group on Organization for Cross-regional Coordination of Transmission Operators, Electricity and Gas Industry Committee, Advisory Committee for Natural Resources and Energy, Ministry of Economy, Trade and Industry (2020 - 2021) . Member of the Study Group for Establishing Sustainable Electricity System, Strategic Policy Committee, Advisory Committee for Natural Resources and Energy, Ministry of Economy, Trade and Industry (2019 - 2021) . Member of the Subcommittee on Electricity Resilience towards a Decarbonized Society, Agency for Natural Resources and Energy, Ministry of Economy, Trade and Industry (2019 - 2021) . Member of the Study Group for matters related to the New Power Platform utilizing Next Generation Technologies, Agency for Natural Resources and Energy, Ministry of Economy, Trade and Industry (2018 - 2021) . Member of the Subcommittee on Large-volume Introduction of Renewable Energy and Next- Generation Electricity Network, Advisory Committee for Natural Resources and Energy, Ministry of Economy, Trade and Industry (2017 - 2021) . Member of the Expert Committee for System Design under the Electricity and Gas Market Surveillance Commission, Ministry of Economy, Trade and Industry (2015 - 2021) . Member of the Expert Committee on Tendering Systems of Thermal Power Supply under the Electricity Market Surveillance Commission, Ministry of Economy, Trade and Industry (2015 - 2021) . Member of the Working Group on Tendering Systems of Thermal Power Supply, Electricity and Gas Industry Committee of the Agency for Natural Resources and Energy, Ministry of Economy, Trade and Industry (2012 - 2015) . Lecturer, Waseda Law School (Corporate reorganization and M&A) (2004 - 2016) . Arnold & Porter, Washington, D.C. (1997 - 1998)

Work Highlights Mergers and Acquisitions . Representation of Kohlberg Kravis Roberts in its investment in NETSTARS Co., Ltd. (2021) . Representation of Kohlberg Kravis Roberts in its acquisition of shares of Seiyu GK from Walmart Inc. and entering into a shareholders agreement with , Inc. and Walmart Inc. (2021) . Representation of Corporation in transactions to take FamilyMart Co., Ltd. private. (2020)

. Representation of Kohlberg Kravis Roberts in its investment in From Scratch Co., Ltd. (2019) . Representation of LITE-ON Technology Corporation in its acquisition of all of the shares in its Japanese subsidiary, LITE-ON Japan Ltd. (2019) . Representation of Kohlberg Kravis Roberts in its sale of Kokusai Electric Corporation to Applied Materials, Inc. (2019) . Representation of Goldman Sachs in its acquisition of shares of ILS Inc. from Otsuka Chemical Co., Ltd. (2018) . Representation of ITOCHU Corporation in its acquisition of shares of FamilyMart UNY Holdings Co., Ltd. through a tender offer. (2018) . Representation of Wendel in its sale of shares in Nippon Oil Pump to CITIC Capital. (2018) . Representation of Kohlberg Kravis Roberts in its acquisition of shares in Kokusai Electric Inc. through a tender offer and minority squeeze-out and the subsequent sale of minority interests in Hitachi Kokusai Electric to Hitachi Ltd. and Japan Industrial Partners. (2018) . Representation of Corporation on the integration of its particle therapy system business into Hitachi, Ltd. through a business transfer. (2017-2018) . Representation of ITOCHU Corporation in its acquisition of shares of Pocket Card Co., Ltd. through a joint tender offer with FamilyMart Co., Ltd. (2017) . Representation of Kohlberg Kravis Roberts in its acquisition of shares in Hitachi Koki Co., Ltd. through a tender offer and minority squeeze-out. (2017) . Representation of Kohlberg Kravis Roberts in its sale of a part of the shares in Healthcare Holdings to Mitsui & Co., Ltd. (2016) . Representation of C.I.Kasei Co., Ltd. in connection with the merger between C.I.Kasei and Takiron Co., Ltd. (2016) . Representation of Panasonic Healthcare in its acquisition of Bayer AG’s Diabetes Care business. (2015) . Represented Asahi Tec Corporation in its sale of Asahi Tec Metal Co., Ltd. to Amtek Auto Limited. (2015) . Representation of Kohlberg Kravis Roberts and its affiliates in the formation of a holding company jointly owned by KKR and and the acquisition by the holding company of Pioneer Corporation’s DJ business. (2014) . Representation of Kohlberg Kravis Roberts and its affiliates in the formation of a holding company jointly owned by KKR and Panasonic Corporation and the acquisition by the holding company of Panasonic Healthcare Co., Ltd. from Panasonic. (2013) . Representation of Mitsubishi Electric Corporation in connection with its acquisition of new shares of Pioneer. (2013) . Representation of Wendel in its acquisition of shares of Nippon Oil Pump. (2013) . Aozora Bank in connection with its comprehensive recapitalization and repayment of governmental funds. (2012-2015) . Representation of the major shareholders in connection with the restructuring of Corporation. (2012)

. Representation of HOYA Corporation in its acquisition of Corporation’s eyeglass lens development and manufacturing business and its alliance with Seiko Optical Products Co., Ltd., a Seiko Holdings Corporation’s wholly owned subsidiary. (2012) . Representation of Tomy in its 100% acquisition through tender offer of RC2 Corporation, a Nasdaq listed company. (2011) . Representation of HOYA Corporation in its sale of Imaging Systems Business to Company, Ltd. (2011) . Representation of Fuji Fire and Marine Insurance in connection with the acquisition of shares of Fuji Fire and Marine Insurance by Chartis Inc. (the global insurance subsidiary of AIG) through a tender offer and subsequent squeeze-out transaction. (2011) . Representation of a major U.S. investment management firm (which was a primary fund provider of this transaction) in connection with Pacific Alliance Group’s acquisition of shares in Secured Capital Japan Co., Ltd. through a tender offer and subsequent business integration of Pacific Alliance Group and Secured Capital Japan Co., Ltd. (2010-2011) . Representation of Mitsubishi Electric Corporation and Renesas Technology in connection with the merger between Renesas Technology and NEC Electronics (listed on the first section of the ). (2010) . Representation of Daiwa Capital Markets in connection with its acquisition of KBC Group’s Global Convertible Bond and Asian Equity Derivatives businesses. (2010) . Representation of SSP in Boehringer Ingelheim Group’s acquisition of shares of SSP through a tender offer and a subsequent squeeze-out transaction in an attempt to acquire all shares of SSP. The transaction value was approximately 82.2 billion yen. (2010) . Representation of Polo Ralph Lauren in its acquisition of shares of Impact 21 through a tender offer and subsequent squeeze-out transactions, a master sub-licensor of Polo Ralph Lauren products in Japan, and subsequent reorganization of Polo Ralph Lauren’s Japanese subsidiaries. (2007-2009) . Representation of Goldman Sachs in its acquisition of shares of Fujita through a tender offer and subsequent squeeze-out transactions in order to convert Fujita into its wholly owned subsidiary. The transaction value was approximately 3.6 billion yen (40 million U.S. dollars). (2008) . Representation of Goldman Sachs in its subscription for preferred stock issued by Electric Co. together with Sumitomo Mitsui Banking Corporation and Daiwa Securities SMBC Principal Investment, and disposition of Sanyo shares in a tender offer by Panasonic. The transaction value was 2.6 billion U.S. dollars. (2006, 2009)

Recognitions . Japan Corporate/M&A: Leading Individual, Chambers Global - The World's Leading Lawyers for Business (2011-2020) . Japan Corporate/M&A: Leading Individual, Chambers Asia-Pacific (2011-2021) . ALB Japan Law Awards 2020 - Woman Lawyer of the Year

Languages . Japanese, English