* KKR to buy Calsonic shares from Nissan, other shareholders
* To pay 28.3 pct premium over last traded price
* KKR says to help Calsonic expand internationally
* Calsonic relies on Nissan for 80 pct of sales
(Adds KKR executive's comments, details of its previous deals
By Junko Fujita
TOKYO, Nov 22 U.S. buyout firm KKR & Co
is buying Nissan Motor-backed auto parts maker Calsonic Kansei
Corp for up to 498.3 billion yen ($4.5 billion) in its
biggest deal in Japan, seizing on a rare chance there to do a
multi-billion dollar purchase.
KKR announced on Tuesday it will pay 1,860 yen per Calsonic
share, or a 28.3 percent premium over the stock's last closing
price, for the 41 percent stake held by Nissan and for
the rest of the shares from the market through a tender offer.
It beat out rival private equity firms Bain Capital and MBK
Partners, which, according to Thomson Reuters LPC, had bid to
buy Nissan's stake. Japan's second-biggest automaker opened the
auction to sell the stake in June.
Calsonic provided private equity firms a rare opportunity to
conduct a multi-billion dollar deal in a country where large
companies are still reluctant to sell their units through
Japan's private equity industry has been held back by
decades of pitiful economic growth and a hostile corporate
culture. But, encouraged by governance reforms and demographic
shifts, the industry could see a flurry of activity.
The KKR deal comes as Nissan is seeking to invest in areas
such as development of new technologies, including in next
generation electric cars and automated driving functions. Nissan
also bought a controlling stake in embattled Mitsubishi Motors
Corp earlier this year.
Calsonic Kansei, which specialises in traditional auto
parts, including interiors, electronics, air conditioning units
and compressors, relies for about 80 percent of its global sales
KKR said it would help Calsonic expand internationally amid
a shrinking home market for the Japanese company.
"As a partner to Calsonic Kansei's management team, we aim
to assist the company in achieving its growth ambitions and make
available our international network and industry expertise to
continue Calsonic Kansei's success globally," Hiro Hirano, head
of KKR Japan, said in a statement.
The company expects the tender offer to be launched in
Some private equity firms that did not bid to buy Calsonic
had concerns about its excessive reliance on Nissan for revenue,
and limited growth potential for the auto parts it makes,
according to sources.
But as more Japanese automakers dismantle their supplier
groups, Calsonic has been trying to grow its client base
away from Nissan. It now counts Renault SA - which
owns 44 percent of Nissan - Isuzu Motors and other
automakers as clients.
In Japan, KKR has done some sizeable deals. These include
the 2013 purchase of Panasonic Healthcare from Panasonic Corp
in a deal worth $1.67 billion and the acquisition of
Pioneer DJ from Pioneer Corp in 2014 for $550 million.
And KKR agreed to sell Intelligence Holdings for 68 billion
yen in 2013, almost double what it initially paid for the
temporary staffing agency three years ago.
The U.S. buyout firm had also been interested in buying
Takata Corp, the Japanese parts maker at the centre of
the world's biggest auto recall, but the buyout firm was no
longer in the bidding, sources told Reuters earlier this month.
Calsonic shares were untraded earlier on Tuesday after the
company said it would discuss Nissan's stake sale at its board
meeting. The shares closed at 1,450 yen, up 9.7 percent.
Nissan shares closed down 1.4 percent.
KKR was advised by Morgan Stanley Mitsubishi UFJ Securities
Co on the Calsonic deal, while Bank of America Merrill Lynch
($1 = 110.7300 yen)
(Additoinal reporting by Taiga Uranaka and Elzio Barreto;
Editing by Stephen Coates and Muralikumar Anantharaman)