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MarketScreener Homepage  >  Equities  >  Tokyo Stock Exchange  >  NTT DOCOMO, INC.    9437   JP3165650007

NTT DOCOMO, INC.

(9437)
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Announcement of Nippon Telegraph and Telephone Corporation's Decision to Make a Demand for a Share Cash-Out of Our Shares, Approval of the Demand for a Share Cash-Out by the Company and Delisting of Our Shares (PDF format:314KB)

11/27/2020 | 01:13am EST

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

November 27, 2020

To Whom It May Concern:

NTT DOCOMO, INC.

Rep: Kazuhiro Yoshizawa

President and Chief Executive Officer

(Tokyo Stock Exchange (First Section) Code No. 9437)

Attn: General Affairs Department, Securities Group

TEL+81-3-5156-1111

Announcement of Nippon Telegraph and Telephone Corporation's Decision to Make a Demand for a Share Cash-Out of Our Shares, Approval of the Demand for a Share Cash-Out by the Company and Delisting of Our Shares

TOKYO, JAPAN, November 27, 2020 ---As announced in the "Announcement of the Result of the Tender Offer by Nippon Telegraph and Telephone Corporation, the Parent of the Company, for the Shares, etc. of the Company," dated November 17, 2020, Nippon Telegraph and Telephone Corporation ("NTT") conducted a tender offer for NTT DOCOMO, INC.'s (the "Company") common stock (the "Common Stock") and ADSs (Note 1) beginning September 30, 2020 (the "Tender Offer") and, as a result, came to own 2,952,748,244 shares of the Common Stock (Voting Rights Ownership Ratio: 91.46% (Note 2)) as of November 24, 2020 (the commencement date of the settlement for the Tender Offer) and became the Company's special controlling shareholder pursuant to the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same applies) (the "Special Controlling Shareholder").

The Company received from NTT a notice, as of the date hereof, since NTT came to own over 90% of the voting rights of all holders of the Common Stock, regarding its demand to all of the holders of the Common Stock (excluding the Company and NTT) (the "Selling Shareholders") to sell all of the Common Stock (the "Selling Shares") they own to NTT, pursuant to Article 179, paragraph (1) of the Companies Act (the "Share Cash-OutDemand"), as a part of a transaction to acquire the Common Stock for the purpose of making the Company a wholly-owned subsidiary of NTT (the "Transaction"), as stated in "(5) Policy of Restructuring Etc. After the Tender Offer (Matters Concerning So-CalledTwo-Step Acquisition)" under "3. Details, Basis and Reasons for the Opinion Regarding the Tender Offer" of the "Announcement of Opinion in Support of the Tender Offer by Nippon Telegraph and Telephone Corporation, the Parent of the Company for the Stock of the Company, Etc. and Recommendation of Tender," announced by the Company on September 29, 2020 (the "Opinion Press Release").

Upon receiving such notice, the Company resolved at the meeting of its board of directors held today to approve the Share Cash-Out Demand, and hereby makes the announcement as follows.

Additionally, as a consequence of the approval of the Share Cash-Out Demand, the Common Stock will meet the delisting criteria prescribed in the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange"). Accordingly, the Common Stock will be identified as securities to be delisted as of today and until December 24, 2020, and subsequently delisted on December 25, 2020. Please be advised that you will not be able to trade Common Stock on the Tokyo Stock Exchange once it is delisted.

(Note 1) Since NTT had aimed to acquire all shares of the Common Stock through the Tender Offer, NTT was required to solicit an offer to buy all share certificates, etc. issued by the Company

1

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

pursuant to the provisions of Article 27-2, paragraph (5) of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended from time to time) and Article 8, paragraph (5), item (iii) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended from time to time).;therefore, the classes of share certificates, etc. to be purchased, etc. included the American depositary shares (the "ADSs") issued in the United States by The Bank of New York Mellon (the "Depositary Bank"), each of which represented the ownership of one share of the Common Stock deposited with the Depositary Bank. However, as the ADSs were securities issued in the United States, it was found practically difficult for NTT, being domiciled in Japan, to acquire the ADSs through the Tender Offer conducted outside Japan. Therefore, NTT accepted only tenders of the shares of the Common Stock, and not tenders of the ADSs themselves, in the Transaction, but rather tenders of shares of the Common Stock represented by ADSs.

(Note 2) The "Voting Rights Ownership Ratio" of a person means the percentage (rounded to two decimal places) obtained by dividing the number of voting rights owned by that person by the number of voting rights (3,228,629,292 votes) represented by the shares of Common Stock (3,228,629,208 shares) obtained by subtracting the number of shares of Common Stock held by the Company as treasury shares as of September 30, 2020, as set out in the Second Quarter Report of the 30th Business Term ("Company's Quarterly Securities Report"), filed by the Company on November 5, 2020, (198 shares, which includes the 98 shares constituting less than one share unit that the Company owns; the same shall apply hereinafter), from the total number of shares of Common Stock issued as of September 30, 2020 (3,228,629,406 shares), as set out in the Company's Quarterly Securities. The same shall apply hereinafter.

1. Overview of the Share Cash-OutDemand

  1. Overview of the Special Controlling Shareholder

(1)

Name

Nippon Telegraph and Telephone Corporation

(2)

Address

5-1, Otemachi 1-chome,Chiyoda-ku, Tokyo

(3)

Name and title of

Jun Sawada, President and Representative Director

representative

(4)

Mobile Communications Business, Regional Communications Business,

Description of business

Long Distance and International Communications Business, Data

Communications Business and other businesses.

(5)

Capital Stock

JPY 937,950 million

(6)

Date of incorporation

April 1, 1985

(7)

Minister of Finance

33.93%

Major shareholders and

The Master Trust Bank of Japan, Ltd. (Trust Account)

6.09%

Custody Bank of Japan, Ltd. (Trust Account)

4.41%

shareholding ratios

Toyota Motor Corporation

2.17%

(as of March 31, 2020)

JP Morgan Chase Bank 385632

1.92%

(Standing proxy: Mizuho Bank, Ltd.)

2

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Custody Bank of Japan, Ltd. (Trust Account 5)

1.47%

Custody Bank of Japan, Ltd. (Trust Account 7)

1.05%

Custody Bank of Japan, Ltd. (Trust Account 9)

0.90%

Moxley and Co LLC

0.89%

(Standing proxy: MUFG Bank, Ltd.)

Custody Bank of Japan, Ltd. (Trust Account 6)

0.79%

(8)

Relationship between the Company and NTT

As of today, NTT holds 2,952,748,244 shares of the Common Stock

Capital relationship

(Voting Rights Ownership Ratio of 91.46%), and the

Company is a

consolidated subsidiary of NTT.

Personal relationship

As of today, 1 of the 15 directors of the Company concurrently holds a

position as an employee of NTT, and 8 used to work for NTT.

The Company has dealings with NTT Group (Note 1) other than the

Company Group (Note 2) for purchases of fixed-line telecommunications

services necessary for the Company Group's offices and sales offices, etc.,

usage of various telecommunications services and sales of different types

of the Company Group's mobile telecommunications services, among

other things. Also, the Company receives services and benefits related to

basic R&D and group management operations conducted by NTT, for

which the Company pays consideration to NTT. In addition, the Company

Business relationship

and NTT Finance Corporation ("NTT Finance"), of which NTT is the

parent company, have entered into a basic agreement for billing, collection,

etc. of the Company's service fees and the like, as well as an agreement for,

among other things, the assignment of receivables under such agreement.

In accordance with these, the Company assigns its receivables for

telecommunications services, etc., to NTT Finance. Further, NTT Finance

and the Company Group have entered into a cash loan agreement, under

which the Company Group deposits funds with NTT Finance and NTT

Finance manages the funds on behalf of the Company Group.

Status as related parties

NTT is the parent company of the Company, and each of the Company and

NTT constitutes a related party of the other.

(Note 1) The "Company Group" means the Company, its consolidated subsidiaries and equity- method affiliates. The same shall apply hereinafter. As of September 30, 2020, the Company Group consists of the Company, 86 consolidated subsidiaries and 27 equity- method affiliates.

(Note 2) The "NTT Group" means NTT, its consolidated subsidiaries, including each of the companies within the Company Group, and its affiliates. The same shall apply hereinafter. The Company has been informed that NTT Group consists of NTT, its 979 consolidated subsidiaries, including the companies within the Company Group, and its 132 affiliates, as of March 31, 2020.

(2) Schedule regarding the Share Cash-Out Demand

Share Cash-Out Demand Date

Friday, November 27, 2020

Board Resolution Date

Friday, November 27, 2020

3

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Final Sales and Purchase Date

Thursday, December 24, 2020

Delisting Date

Friday, December 25, 2020

Acquisition Date

Tuesday, December 29, 2020

(3) Consideration for Sale of shares subject to Share Cash-Out Demand

JPY 3,900 per share of Common Stock

2. Details of the Share Cash-OutDemand

The Company received from NTT a notice, as of the date hereof, to the effect that it will make a Share Cash-Out Demand. The details of such demand are as set forth below.

  1. When choosing not to make a Share Cash-Out Demand to a wholly-owned subsidiary of the Special Controlling Shareholder, a statement to that effect and the name of such wholly-owned subsidiary (Article 179- 2, paragraph (1), item (i) of the Companies Act)

Not applicable.

  1. The amount of money to be delivered to the Selling Shareholder as consideration for the Selling Shares, and matters related to the allotment of money, arising from the Share Cash-Out Demand (Article 179-2, paragraph(1), item (ii), and (iii) of the Companies Act)

NTT will allot and deliver money equal to JPY 3,900 to the Selling Shareholders for each share of the Selling Shares that they hold, as consideration for the Selling Shares (the "Consideration")

  1. Matters related to the Demand for Share Option Cash-Out (Article 179-2, paragraph (1), item (iv) of the Companies Act)

Not applicable

  1. The day when the Special Controlling Shareholder acquires the Selling Share (the "Acquisition Date") (Article 179-2, paragraph (1), item (v) of the Companies Act)

December 29, 2020

  1. The means of securing funds for the payment of Consideration (Article 179-2, paragraph (1), item(vi) of the Companies Act, Article 33-5, paragraph (1), item (i) of the Regulation for Enforcement of the Companies Act)

NTT plans to use borrowings from NTT Finance, made pursuant to the CMS Basic Agreement entered into between NTT and NTT Finance, as of September 10, 2015, to fund the payment of the Consideration. NTT Finance plans to use cash equivalents held by NTT Finance, funds raised by issuance of corporate bonds or commercial paper, and/or the borrowings from financial institutions (borrowings from (i) MUFG Bank, Ltd. made pursuant to the Term Loan Agreement , entered into as of November 17, 2020, (ii) Sumitomo Mitsui Banking Corporation made pursuant to the Term Loan Agreement, entered into as of November 17, 2020, (iii) Mizuho Bank, Ltd. made pursuant to the Term Loan Agreement, entered into as of November 17, 2020, (iv) The Norinchukin Bank made pursuant to the Term Loan Agreement, entered into as of November 17, 2020, (v) Sumitomo Mitsui Trust Bank, Limited made pursuant to the Term Loan Agreement, entered into as of November

4

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

Disclaimer

NTT DoCoMo Inc. published this content on 27 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2020 06:12:01 UTC


© Publicnow 2020
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