Mitsui O S K Lines : Notice regarding Commencement of the Tender Offer for Share Certificates, Etc. of Utoc Corporation (Securities Code 9358)
11/30/2021 | 08:11pm EST
[Translation] November 30, 2021
To whom it may concern:
Name of Representative: Takeshi Hashimoto
Representative Director, President
Chief Executive Officer
(Securities Code: 9104, the First
Section of the Tokyo Stock
Makoto Inomoto, General Manager
of Finance Division
Notice regarding Commencement of the TenderOfferfor ShareCertificates, Etc. of
Utoc Corporation (Securities Code 9358)
Mitsui O.S.K.Lines,Ltd. (the"TenderOfferor") hereby announces as follows that it resolvedat its board of directors meeting heldtodayto acquirethe common stock (the "Target CompanyShares") of Utoc Corporation(First Section of theTokyo StockExchange, Inc. (the"TSE"), Securities Code: 9358, the "Target Company") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended,the "Act").
1. Purpose of the TenderOffer
Outlineof the Tender Offer
As of today, the Tender Offeror holds 28,919,526 shares (ownershipratio(Note): 66.87%) of the Target Company Shares that are listedon the First Section of the TSE and the Target Company is a consolidated subsidiaryof the Tender Offeror. For background withrespect to the Tender Offeror's decision tomake the Target Companya consolidated subsidiary, see "(a) Backgroundto the Tender Offer" in "(A) Background, Purpose, and Decision-Making Process with respect to the Tender Offeror Deciding to Conduct the Tender Offer" in "(2) Background, Purpose,and Decision-Making Process withrespect to Conductingthe Tender Offer, and Management PolicyAfter the Tender Offer"below.
Note: "Ownershipratio"means the percentage (roundedup or down to the nearest two decimal places; the sameapplies to statements regardingownership ratios below unless otherwise stipulated) in the product (43,247,189 shares) of (i) the total number of issued shares of the Target Company as of September 30, 2021 (43,448,099 shares) stated in the "Consolidated Financial Results Releasefor the Second Quarter for theFiscal Year Ending March 2022" announced by theTarget
Company on October 29, 2021 (the "Target Company's Financial Results Release") less (ii) the number of treasury shares held by the Target Company as of that date (200,910 shares).
The Tender Offeror resolved at its board of directors meeting held on today to implement the Tender Offer as part of the transactions (the"Transactions") intended to acquire all of the Target Company Shares (excluding the Target Company Shares held by the Tender Offeror or treasuryshares held by the Target Company; the same applies below) and make the Target Company a wholly-ownedsubsidiary of the Tender Offeror.
Since the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror, theTender Offeror has not set the maximum number of shares to be purchasedin theTender Offer. Also, theTender Offeror has not set theminimum number of shares to be purchased in the Tender Offer and will conduct the purchase, etc. of all of the Share Certificates, Etc.tendered in responseto the Tender Offer (the"Tendered Share Certificates, Etc."), in order to ensure that the shareholders of the Target Company who wish to sell their shares throughthe Tender Offer are provided with the opportunityto sell their shares. While the Tender Offeror intends to make the Target Company a wholly- owned subsidiary of the Tender Offeror,sincethe Tender Offeror holds 28,919,526shares (ownership ratio: 66.87%) of the Target Company Shares as stated above, the Tender Offeror believes that it would be possible for the Tender Offeror to make the Target Company a wholly-owned subsidiary by other means without implementing the Tender Offer, such as by requesting that the Target Company implement a share consolidation of the Target CompanyShares pursuant to Article 180 of the Companies Act (Law No. 86 of 2005, as amended; the "CompaniesAct") (the "Share Consolidation"). However, the Tender Offeror intends to ensure that the shareholders of the Target Company have an appropriate opportunity to make decisions regarding the Transactions and accordingly ensure the fairness of the Transactions by first implementing the Tender Offer to properly discloseinformationabout the Transactions.
Since the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror, if the Tender Offeror is unableto acquireall of the Target Company Shares through the Tender Offer, the Tender Offeror intends to acquire all of the Target Company Shares by implementing the series of procedures (the "Squeeze-OutProcedures") stated in "(4) Policy for Organizational Restructuring, Etc. after the Tender Offer (Matters relating to the "Two-Step Acquisition")" below to become the sole shareholder of the Target Companyafter thesuccessful completion of the Tender Offer. In case of unsuccessful completion of the Tender Offer, including the case where the Tender Offer is withdrawn (for the conditions of withdrawal, etc., please see "(B) Conditions of withdrawal,etc. of thetender offer,details thereof andmethodof disclosureof withdrawal, etc." in "(9) Other Conditions and Methods of Purchase" in "2. Overview of the Tender Offer" below) or where no shares are tendered in the Tender Offer, the Tender Offeror Contemplates that the Tender Offeror will consult with the Target Company about the implementationof the Squeeze-Out Procedures by the Tender Offeror based on analysis of the reasons and backgrounds, etc. of the unsuccessful completion of the Tender Offer, however, theTender Offeror has not decided whether or not to implement the Squeeze-Out Procedures in caseof the unsuccessful completion of the Tender Offer as of today.
Also, according to "Notice of Support of the Tender Offer for the Shares of the Company by Our Parent Company, Mitsui O.S.K. Lines, Ltd., andRecommendation toTender Shares" (the "Target Company's Press Release") released on today by the Target Company, the Target Company resolved at its board of directors' meeting held on today to express an
opinion in support of the Tender Offer and to recommend to the Target Company's shareholders to tender their Target Company Shares in responseto the Tender Offer.
For details regarding the decision-making process of the Target Company, please see the Target Company's Press Release and "(viii) Approval of All Disinterested Directors of the Target Company and Opinion of All Disinterested Corporate Auditors that They Had No Objection at the Target Company" in "(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)" in "(B) Background of Valuation" in "(4) Basis of Valuation of the Tender Offer Price,Etc."under "2. Overview of the Tender Offer" below.
At its board of directors' meeting held on November 30, 2021, the Tender Offeror also resolved to acquire DAIBIRU's common stock through a tender offer (the "DAIBIRU Tender Offer") as is the case in the Transactions, as part of the transaction in which the Tender Offeror makes DAIBIRU CORPORATION, a consolidated subsidiary of the Tender Offeror ("DAIBIRU"), a wholly-owned subsidiary of the Tender Offer. However, the Tender Offeror consideredboth transactions independentlyfrom each other and decided to implement the Transactions and the DAIBIRU Tender Offer as a result of separate discussion withthe Target Companyand DAIBIRU. Therefore, eachof the Transactions and the DAIBIRU Tender Offer are independent transactions (for the background that the Tender Offeror began deliberating the DAIBIRU Tender Offer and other details of the DAIBIRU Tender Offer, please refer to "Notice regarding Commencement of the Tender Offer for Share Certificates, Etc. of DAIBIRU CORPORATION (Securities Code 8806)" released on today).
Background, Purpose,and Decision-Making Process withrespect to Conductingthe Tender Offer, and Management PolicyAfter the Tender Offer
Background, Purpose, and Decision-Making Process with respect to the Tender Offeror Deciding to Conduct the Tender Offer
Backgroundto the Tender Offer
The Tender Offeror was formed under its current trade name in April 1999, through the merger of Navix Line, Ltd. and Mitsui O.S.K. Lines Ltd., the latter of which was formed by the merger of Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. in April 1964. Osaka Shosen Kaisha was a shipowner and liner service operator (see Note 1) founded in May 1884 with a capital stock of 1.2 million yen through a large-scale merger of shipowners based in the Kansai region. Mitsui Steamship Co., Ltd. originated as the shipping department of MITSUI & CO., LTD., which had operated shipping business in the late 19th Century; the shippingdepartment was spunoff intoan independent corporation on December 28, 1942, with a capital stockof 50 million yen. Due to the Second World War, both Osaka Shosen Kaishaand Mitsui Steamship Co., Ltd. lost the bulkof their ships and the right to do shipping business on their own account,but after the shipping industry was re-privatized in April 1950, due to their efforts to regain their shipping rights and rebuild their fleets, they were able to restore their main prewar routes by the early 1950s. Following the merger of Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. in April 1964 describedabove,the new entity (namedMitsui O.S.K. Lines,Ltd.) strove to expand and diversify its business inresponse tothedevelopment of Japanesetrade andthegrowing variety of shipping methods and cargoes.
Osaka Shosen Kaisha listed on the Osaka Stock Exchange in June 1884, and Mitsui SteamshipCo., Ltd. listed on the Tokyo, Osaka, andNagoya stock exchanges in May1949,
and on all of the Japanesestockexchanges in 1964. The Tender Offeror delistedfrom the Sapporo Stock Exchange in November 2007, from the Fukuoka Stock Exchange in May 2013, from the First Section of the Osaka Stock Exchange in July 2013, and from the Nagoya Stock Exchange in May 2017, and is currently listed on the First Section of the TSE.
As of September 30, 2021, the Tender Offeror has 481 consolidated affiliates (369 consolidated subsidiaries and 112 equity-method affiliates including theTarget Company; the Tender Offeror and its consolidated affiliates collectively, the "Tender Offeror Group"),and theTender Offeror Groupoperates globally,mainlyin theshipping business. The Tender Offeror Group's five business segments - Dry Bulker Transport, Energy Transport, Product Transport,AssociatedBusinesses, and Other - are outlined below.
Dry Bulker Transport: The Tender Offeror Group owns and operates dry bulkers (see Note 2) (excluding coal carriers which transport coal for power plants) with which it transports cargoaround theglobe.
Energy Transport: The Tender Offeror Group owns and operates coal carriers (which transport coal for power plants), tankers, offshore business,LNG carriers, and other ships with whichit transports cargo aroundthe globe.
Product Transport: TheTender Offeror Groupowns and operates car carriers (see Note 2) with which it transports cargo around the globe. It also provides total logistics solutions including owning and operating container ships, container terminals operation, air and ocean freight forwarding (see Note 3), trucking, warehousing, and heavyweight and oversized cargo transport. The Tender Offeror's consolidated affiliates MOL Ferry Co., Ltd. and Ferry Sunflower Limited operate ferries for passenger and freight transport, mainly on Japan's Pacific coast and Seto Inland Sea.
AssociatedBusinesses: In addition to the real estate business mainly centered on
DAIBIRU, the Tender Offeror Group operates passenger cruises, tugboats,
general trading(including the sale of fuel, shipbuildingmaterials, and machinery),
and other businesses.
Other: The Tender Offeror Group operates businesses including shipmanagement (for ships other than tankers and LNG carriers), finance (for group-internal financing), information services, accounting, and maritime business consulting, throughits consolidated affiliates including MOLShip Management Co., Ltd.
A liner ship is a ship operating on a regular route under a regular schedule, with the port of departure, ports of call, port of destination,planneddates of departure and arrival, and shipnamepublished in advance.
A dry bulker is a cargo shipdesignedto carryunpackaged grain, ore, cement, and other bulkcargo in its hold.
A car carrier is a specializedshipfor the transportationof automobiles.
Freight forwardingis the service of providing support for tradepaperwork and specializedoperations that arise inconnection witharranging transportation,as an agent between the entity that requests shipping (the consignor) and the actual shippingprovider (thecarrier).
Note 1: A liner ship is a ship operating on a regular route under a regular schedule, with the port of departure, ports of call, port of destination,planneddates of departure and arrival, and shipnamepublished in advance.
Note 2: A dry bulker is a cargo shipdesignedto carry unpackaged grain, ore, cement,and other bulkcargo in its hold.
Note 3: A car carrier is a specializedshipfor the transportationof automobiles.
Note 4: Freight forwarding is the business service of providing support for trade paperwork and specialized operations that arise in connection with arranging transportation, as an agent between the entity that requests shipping (the consignor) and the actual shipping provider (the carrier).
On the other hand, accrding to the Target Company's Press release, the Target Company was established as UTSUNOMIYA TOKUZO MARINE TRANSPORTATION, which was privately managed by Tokuzo Utsunomiya in Yokohama in March 1890. The trade name was changed to UTOKU EXPRESS CO., LTD. in January 1949, and expanded its business in the Kanto, Tohoku, Hokuriku, and Kansai regions and expandedthe scaleand activities of its business. It changed its trade name tothe present Utoc Corporation inAugust 2007. Its main business was marine transportation when it was first established, and the Company expandedits business intoport business (Note5) and plant and logisticbusiness (Note 6). Presently,the port business accounts for 38% and the plant and logistics business accounts for 61% of the Company's sales, respectively. The Company was listed on the Second Section of the TSE in September 1962, and became listed on the First Section of the TSE in September 1980.Thereafter, throughexpansioninto theUS, Southeast Asiaand China, as of the date of this Press Release,the Company has been operatingits businesses as a group (the "Company Group") comprised of the Company and 16 consolidated subsidiaries (UTOC LOGISTIC CORPORATION, UTOC STEVEDORING CORPORATION, UTOC TRANSNET CORPORATION, TERMINALENGINEERING CO.,LTD., KYUSHU UTOC CORPORATION, UTOC RYUTSU SERVICE CORPORATION, UTOC BUSINESSSUPPORT CORPORATION, UTOC PLANT SERVICE CORPORATION, UTOC TERMINAL SERVICE CORPORATION, UTOC TRANSPORT CORPORATION, UTOC ENGINEERING PTE.LTD., UTOC (THAILAND) CO.,LTD., UTOC AMERICA, INC., ASIA UTOC PTE.LTD., UTOC PLANT CONSTRUCTION SDN.BHD., and UTOC LOGISTICS (TIANJIN) CO.,LTD ).
Note 5: In port business,the Companyprovides services suchas cargo-handling (Note 8) of container ships,car carriers, conventional ships, roll-on/roll-off (RO/RO) (Note
vessels and operation of container and RO/RO vessels terminals mainly in the Ports of Keihin (Tokyo and Yokohoama), Chiba and Ibaraki, as well as loading and unloadingcargos at the port warehouseof the Company.
Note 6: Plant and logistic business is broadly divided into two categories, the plant business and logistics business. In plant business,the Company provides services from design and planning to implementation control for heavy goods transportation and installation related to power plant, plant construction and periodic maintenance of petrochemical plants and other types of plant, bridge erection and dismantlingfor expressways and junctions.In logistics business,the Company provides integratedservices suchas logisticarrangement abroadand in
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Mitsui OSK Lines Ltd. published this content on 01 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2021 01:10:05 UTC.