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    9104   JP3362700001

MITSUI O.S.K. LINES LTD

(9104)
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Mitsui O S K Lines : Notice regarding Commencement of the Tender Offer for Share Certificates, Etc. of DAIBIRU CORPORATION (Securities Code 8806)

11/30/2021 | 08:11pm EST

[Translation] November 30, 2021

To whom it may concern:

Company Name:

Mitsui O.S.K. Lines,Ltd.

Name of Representative: Takeshi Hashimoto

Representative Director, President

Chief Executive Officer

(Securities Code: 9104, the First

Section of the Tokyo Stock

Exchange)

Contact:

Makoto Inomoto, General Manager

of Finance Division

(Tel: 03-3587-7003)

Notice regarding Commencement of the TenderOfferfor ShareCertificates, Etc. of

DAIBIRU CORPORATION (SecuritiesCode 8806)

Mitsui O.S.K.Lines, Ltd. (the "TenderOfferor") hereby announces as follows that it resolved at its board of directors meeting heldtodayto acquirethe common stock (the "Target CompanyShares") of DAIBIRU CORPORATION (First Section of the Tokyo Stock Exchange, Inc. (the "TSE"), Securities Code: 8806, the "Target Company") througha tender offer (the"TenderOffer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "Act").

1. Purpose of the TenderOffer

  1. Outlineof the Tender Offer
    As of today, the Tender Offeror holds 59,527,766 shares (ownershipratio(Note): 51.91%) 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 (114,683,767 shares) of (i) the total number of issued shares of the Target Company as of September 30, 2021 (115,051,049 shares) stated in the "Q2 Report for the 150th fiscal year" filed by the Target Company on November 12, 2021 (the"Target Company'sQuarterly

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Report") less (ii) the number of treasury shares held by the Target Company as of that date (367,282 shares).

The Tender Offeror resolved at its boardof directors meetingheld todayto implement the Tender Offer as part of the transactions (the"Transactions") intended to acquire all of the Target Company Shares (excludingtheTarget Company Shares held by theTender Offeror or treasury shares held by the Target Company; the same applies below) and make the Target Companya wholly-ownedsubsidiary of the Tender Offeror.

Since the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror, the Tender Offeror has set the minimum number of shares to be purchased in the Tender Offer at 16,928,034 shares (ownership ratio:14.76%), and if the total number of Share Certificates,Etc.tendered in theTender Offer (the "Tendered Share Certificates,Etc.") is less than the minimum number of shares tobe purchased,theTender Offeror will not conduct the purchase, etc. of any of the Tendered Share Certificates, Etc. On the other hand, the Tender Offeror has not set a maximum number of shares to be purchasedin the Tender Offer,and if the total number of TenderedShareCertificates, Etc. is equal to or greater than the minimum number of shares to be purchased, the Tender Offeror shall conduct thepurchase,etc.of all of the Tendered Share Certificates, Etc.

In order to steadily implement the Transactions, the minimum number of shares to be purchased (16,928,034 shares) is set so that the Tender Offeror would hold two-thirds of the number of voting rights of all the shareholders of the Target Company after the successful completionof the Tender Offer because the Tender Offeror intends to make the Target Companya wholly-owned subsidiary,and the implementation of procedures of the share consolidation (the "Share Consolidation") of the Target Company Shares pursuant to Article 180 of the Companies Act (Law No. 86 of 2005, as amended; the "Companies Act") necessary to make theTarget Company a wholly-owned subsidiary as stated in "(B) Share Consolidation"in "(4) Policyfor Organizational Restructuring, Etc. after the Tender Offer (Matters relating to the "Two-Step Acquisition")" below requires the special resolution at a shareholders' meeting prescribed in Article 309, Paragraph (2) of the Companies Act. The minimum number of shares to be purchased (16,928,034 shares) is the number of shares calculated by multiplying (i) the number of voting rights (764,558 voting rights) equivalent to two-thirds of the number of voting rights (1,146,837 voting rights) representedby the number of shares (114,683,767 shares) equal to the total number of issued shares of the Target Company as of September 30, 2021 (115,051,049 shares) statedin theTarget Company's Quarterly Report, minus the number of treasuryshares held by the Target Company as of that date (367,282 shares), by (ii) one unit of the Target Company Shares (100 shares) (76,455,800 shares), then subtracting the number of the Target Company Shares held by the Tender Offeror (59,527,766shares). Since the price of purchase, etc. of the Target Company Shares in the Tender Offer (the "Tender Offer Price") is the share price of the Target Company to which enough premium is added as statedin"(B) Backgroundof Valuation"in"(4) Basis of Valuation of the Tender Offer Price, Etc." in "2. Overview of the Tender Offer" below, theTender Offeror judges that theshares that exceeds the minimum number of shares to be purchased (16,928,034 shares) will be tenderedin the Tender Offer and does not execute an agreement on tenderingthe shares in the Tender Offer with particular shareholders upon conductingthe Tender Offer.

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-Out

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Procedures") 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 Company.

If the Tender Offer is successfully completed, the Tender Offeror plans to cover funds requiredfor the settlement pertainingto the Tender Offer by theBusiness Day immediately preceding the commencement date of that settlement by borrowing funds up to 123 billion yen from Sumitomo Mitsui Banking Corporation. No collateral will be provided with respect to that borrowing.

Also, according to "Notice of Support of the Tender Offer for the Shares of the Company by Mitsui O.S.K. Lines, Ltd. as Controlling Shareholder and Recommendation to Tender Shares"(the"Target Company'sPress Release") released today by the Target Company, the Target Company resolved at its board of directors meeting held 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 resolvedto acquire UtocCorporation("Utoc")'s common stockthrough a tender offer (the "Utoc TenderOffer") as is thecase in theTransactions,as part of the transaction in which the Tender Offeror makes Utoc,a consolidated subsidiary of the Tender Offeror, a wholly- owned subsidiary of the Tender Offer. However, the Tender Offeror considered both transactions independentlyfrom each other and decided to implement the Transactions and the Utoc Tender Offer as a result of separatediscussionwiththeTarget Company andUtoc. Therefore, eachof theTransactions and theUtocTender Offer areindependent transactions (for the background that theTender Offeror began deliberating the Utoc Tender Offer and other details of theUtocTender Offer, please refer to the "NoticeregardingCommencement of the Tender Offer for ShareCertificates, Etc.of UtocCorporation (Securities Code9358)" released on today).

  1. Background, Purpose,and Decision-Making Process withrespect to Conductingthe Tender Offer, and Management PolicyAfter the Tender Offer
  1. Background, Purpose, and Decision-Making Process with respect to the Tender Offeror Deciding to Conduct the Tender Offer
    1. 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

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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 Sectionof the Osaka StockExchange ("OSE") in July 2013, and from the Nagoya Stock Exchangein May 2017,and is currentlylistedon the First Sectionof 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.

  1. 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.
  1. 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.
  1. Product Transport: TheTender Offeror Groupowns and operates car carriers (see Note 3) with whichit transports cargoaround the globe. They alsoprovidetotal logistics solutions including owning and operating container ships, container terminals operation, air and ocean freight forwarding (see Note 4), 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.

IV.

AssociatedBusinesses: In addition to the real estate business mainly centered on

the Target Company, the Tender Offeror Group operates passenger cruises,

tugboats, general trading (including the sale of fuel, shipbuilding materials, and

machinery),and other businesses.

  1. 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.
    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,

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planned dates of departure and arrival, and ship name published in advance.

Note 2: A dry bulker is a cargo ship designed to carry unpackaged grain, ore, cement, and other bulk cargoin its hold.

Note 3: A car carrier is a specializedshipfor the transportationof automobiles.

Note 4: Freight forwarding is the 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(theconsignor) and the actual shipping provider (the carrier).

According to theTarget Company's Press Release, the Target Company was established in October 1923 as Osaka BuildingCo., Ltd., a joint venturebetween OsakaShosenKaisha, Ujigawa Denki Kabushiki Kaisha, and Nippon DenryokuKabushiki Kaisha, and changed its nameto OsakaTatemonoCo., Ltd.in October 1945. It listed on the OSE in December 1950 and the First Section of the TSE in December 1983, and adopted its current trade name in January 1992. The Target Company delisted from the OSE upon the merger of the TSE and the OSE in July 2013, and is currently listedsolely on the First Section of the TSE.

As of September 30, 2021, theTarget Companyhas 15 consolidated affiliates (all of which are consolidated subsidiaries) (the Target Company and its consolidated affiliates collectively, the "Target Company Group"). The Target Company Group's main business is officebuilding leasing, and its aim is to providehigh-quality,customer-focused office spaces and contribute to the development of economic society while improving profits and corporate value, under the corporate principles of "constructing buildings, creating towns, and pioneering the new era." The Target Company Group's business is classified into three business segments - Leasing, Facility Management, and Other - and outline of eachbusiness is as follows.

  1. Leasing: The Target Companyand its consolidatedsubsidiaries own and lease out office buildings,hotels, apartments,and other landand buildings.
  1. Facility Management: TheTarget Company's consolidatedsubsidiaries undertake buildingmanagement for buildings owned by theTarget Company and buildings, etc. and other than thoseowned by the Target Company.
  1. Other: The Target Company and its consolidated subsidiaries conduct design and supervision, construction, and construction management for the construction of buildings and facilities.

The capital relationshipbetweenthe Target Company and theTender Offeror is as follows. Osaka Shosen Kaisha, one of the precursors of the Tender Offeror, established the Target Company in October 1923 as a joint venture with Ujigawa Denki Kabushiki Kaisha and Nippon Denryoku Kabushiki Kaisha (then under the trade name of Osaka Building Co., Ltd.), and as of September 30, 2004, the Tender Offeror held 32,235,531 shares of the Target CompanyShares (shareholding ratio (meaningthe ratioof the total issuedshares of the Target Companyexcluding treasury shares representedby the Target CompanyShares held at a given time, rounded to two decimal places; the same applies to references to "shareholding ratio" below in this paragraph) as of September 30, 2004: 27.62%; total

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

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.


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