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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 the Result of the Tender Offer by Nippon Telegraph and Telephone Corporation, the Parent of the Company, for the Shares, etc. of the Company (PDF format:127KB)

11/16/2020 | 08:19pm EST

November 17, 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 the Result of the Tender Offer by Nippon Telegraph and Telephone Corporation, the

Parent of the Company, for the Shares, etc. of the Company

Nippon Telegraph and Telephone Corporation (the "Offeror"), the parent of NTT DOCOMO, INC. (the "Company"), has conducted a tender offer for the shares of common stock of the Company and the ADSs (see Note below) from September 29, 2020, to November 16, 2020. The Company hereby announces that the Offeror notified the Company of the result of such tender offer as attached.

(Note)

The "ADSs" means the American depositary shares issued in the United States by The Bank

of New York Mellon (the "Depositary Bank"), each of which represents the ownership of

one share of the Common Stock deposited with the Depositary Bank.

End.

(Attachment)

"Notice regarding Result of the Tender Offer for Shares, Etc. of NTT DOCOMO, INC. (Securities Code 9437)", dated November 17, 2020

[Translation]

November 17, 2020

To whom it may concern:

Company Name:

Nippon

Telephone

and

Telegraph Corporation

Name of Representative: Jun Sawada, President

and

Chief Executive Officer

(Securities Code:

9432, the First Section of the Tokyo

Stock Exchange)

Notice regarding Result of the Tender Offer for Shares, Etc. of

NTT DOCOMO, INC. (Securities Code 9437)

Nippon Telephone and Telegraph Corporation (the "Offeror") implemented a tender offer (the "Tender Offer") for the common stock of NTT DOCOMO, INC. (the "Target", and its common stock, the "Target Stock"), which is listed on the First Section of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") (Securities Code: 9437), and the ADSs (as defined below) in accordance with the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") on September 30, 2020 as the first day of the tender offer period. Now the Offeror hereby announces as follows as it completed the Tender Offer on November 16, 2020.

1. Overview of the Tender Offer

  1. Name and location of theOfferor

Name:

Nippon Telephone and Telegraph Corporation

Location:

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

  1. Name of the Target
    NTT DOCOMO, INC.
  2. Classes of Share Certificates, Etc. to bePurchased
    1. Common stock
    2. Depository receipts for share certificates,etc.
      The American depositary shares (the "ADSs") issued in the United States by The Bank of New York Mellon (the "Depositary Bank"), each of which represents the ownership of one share of the Target Stock deposited with the Depositary Bank
      (Note) Since the Offeror aimed to acquire all of the Target Stock through the Tender Offer, the Offeror was required to solicit offers to sell all Share Certificates, Etc. issued by the Target pursuant to the provisions of Article 27-2, paragraph (5) of the Act and Article 8, paragraph (5), item (iii), of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended; the "Order");

- 1 -

therefore, the class of Share Certificates, Etc. to be purchased includes ADSs. However, as the ADSs are securities issued in the United States, the Offeror has found it in practice to be difficult for the Offeror residing in Japan to acquire the ADSs through the Tender Offer, which was conducted outside of the United States, because there were no financial instruments business operators, etc. that were capable of handling the ADSs as tender offer agent. Therefore, the Offeror accepted only tenders of shares of the Target Stock and did not accept any tender of the ADSs in the Tender Offer, but the Offeror accepted tenders of shares of the Target Stock represented by theADSs.

  1. Number of Share Certificates, Etc. to Be Purchased

Number of Share Certificates,

Minimum Number of Share

Maximum Number of Share

Etc. to be Purchased

Certificates, Etc. to be

Certificates, Etc. to be

Purchased

Purchased

1,090,896,056 shares

14,686,300 shares

- shares

(Note 1) If the total number of Share Certificates, Etc. tendered in response to the Tender Offer (the "Tendered Share Certificates, Etc.") is less than the minimum number of Share Certificates, Etc. to be purchased (14,686,300 shares), the Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of the Tendered Share Certificates, Etc. is equal to or exceeds the minimum number of Share Certificates, Etc. to be purchased, the Offeror will purchase all of the Tendered Share Certificates, Etc.

(Note 2) The number of Share Certificates, Etc. to be purchased sets out the maximum number of Share Certificates, Etc. of the Target to be acquired by the Offeror in the Tender Offer (1,090,896,056 shares). That maximum number of Share Certificates, Etc. is the number of shares obtained by deducting the number of the treasury shares owned by the Target as of June 30, 2020 set out in the quarterly securities report for the first quarter of the 30th business period submitted by the Target on August 7, 2020 (the "Target First Quarterly Securities Report") (150 shares) and the number of the Target Stock held by the Offeror (2,137,733,200 shares) from the total number of issued shares as of June 30, 2020 set out in the Target Quarterly Securities Report (3,228,629,406 shares).

(Note 3) Shares less than one unit are also eligible for the Tender Offer. In addition, if a shareholder exercises its right to request the purchase of shares less than one unit in accordance with the Companies Act, the Target might purchase its own shares during the Tender Offer Period in accordance with procedures required by laws and regulations.

(Note 4) The Offeror does not intend to acquire treasury shares owned by the Target through the Tender Offer.

  1. Tender Offer Period
    1. Initial Tender Offer Period as of the Submission Date of the Tender Offer Registration Statement
      From September 30, 2020 (Wednesday) through November 16, 2020 (Monday) (33 Business Days)
    2. Possibility of Extending the Above Period upon Request of the Target There are no applicablematters.
      • 2 -
  1. Purchase Price
    1. JPY 3,900 per share of common stock
    2. Depository receipts for share certificates, etc. JPY 3,900 perADS

2. Results of the TenderOffer

  1. Outcome of the TenderOffer
    The Tender Offer set a condition that if the total number of Tendered Share Certificates, Etc. is less than the minimum number of Share Certificates, Etc. to be purchased (14,686,300 shares), the Offeror will not purchase any of the Tendered Share Certificates, Etc. However, the total number of Tendered Share Certificates, Etc. (815,015,044 shares) is equal to or more than the minimum number of Share Certificates, Etc. to be purchased (14,686,300 shares), and therefore the Offeror will purchase all of the Tendered Share Certificates, Etc. as stated in the public notice of the commencement of the Tender Offer and the Tender Offer Registration Statement.
  2. Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public Notice
    Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on November 17, 2020, the Offeror announced to the press the results of the Tender Offer at the Tokyo Stock Exchange, by the method prescribed in Article 9-4 of the Order and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Persons Other Than Issuers (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Cabinet Office Ordinance").
  3. Number of Purchased Share Certificates,Etc.

Class of Share Certificates, Etc.

a. Number of tendered shares afterb. Number of purchased shares

conversion

after conversion

Share certificates

815,015,044 (shares)

815,015,044 (shares)

Share options certificates

Corporate bond certificates with

share options

Beneficiary securities of Share

Certificates, Etc. in trust (

)

Depository receipts for

Share

Certificates, Etc. (theADSs)

Total

815,015,044

815,015,044

(Total number of dilutive Share

()

Certificates, Etc.)

- 3 -

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 17 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 November 2020 01:18:04 UTC


© Publicnow 2020
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