(Source: Court of Justice of the European Union)
In 2016, Canon Inc (‘the applicant’), a Japanese multinational company specialising in the manufacture of optical and image processing products, took over Toshiba Medical Systems Corporation (TMSC), a wholly-owned subsidiary of Toshiba Corporation (‘Toshiba’).
That acquisition was carried out in two steps, through a securitisation vehicle (MS Holding) created specifically for that purpose. In the first step, on 17 March 2016, MS Holding acquired certain voting shares in TMSC for approximately € 800, while the applicant, in consideration for
payment of the full price agreed for the purchase of TMSC (approximately € 5.28 billion), acquired call options on all the remaining voting shares in TMSC. In addition, the applicant acquired the one non-voting share in TMSC for approximately € 40 (‘the interim transaction’).