Mitsubishi Corporation

Press Room

July 17, 2009

Mitsubishi Corporation to Commence Tender Offer for Shares, Etc. of Publicly Listed Subsidiary Nosan Corporation

Translation of report filed with the Tokyo Stock Exchange on July 17, 2009
 
 
Mitsubishi Corporation to Commence Tender Offer for Shares, Etc. of Publicly Listed Subsidiary Nosan Corporation
 
Mitsubishi Corporation (hereinafter “the Company” or the “Tender Offeror”) has announced that, at its Board of Directors’ meeting today, the Company passed a resolution to make a tender offer (hereinafter the “Tender Offer”) for common shares and stock acquisition rights of consolidated subsidiary Nosan Corporation (First sections, Tokyo Stock Exchange and Osaka Securities Exchange; stock code, 2051; the “Target Company”). Details are as follows.
 
1.       Purpose of the Tender Offer
(1)    Overview of the Tender Offer
The Company currently holds 68,207,000 shares of the Target Company’s common stock (representing 52.75% of all the issued shares of the Target Company’s common stock as of July 17, 2009 (hereinafter “Share Ownership”), making the Target Company a consolidated subsidiary of the Company. The Company’s Board of Directors held on July 17, 2009 decided to conduct the Tender Offer for acquiring all of the issued shares of the Target Company’s common stock ( excluding common stock of the Target Company already held by the Company and treasury stock held by the Target Company; hereinafter the “Target Common Stock”) and all stock acquisition rights of the Target Company, with the aim of making the Target Company a wholly owned subsidiary of the Company. The Company has set no minimum or maximum for the number of shares, etc. to be acquired.
 
If the Company is unable to purchase all of the Target Common Stock via the Tender Offer, the Company plans to implement a series of procedures to make the Target Company a wholly-owned subsidiary of the Company by purchasing all the issued shares of the Target Company (excluding treasury stock held by the Target Company), pursuant to the Company’s policy of making the Target Company a wholly owned subsidiary. Those series of procedures (hereinafter the “Procedures for Making the Target Company a Wholly Owned Subsidiary”) are contained in “(4) Policy Relating to Procedures for Making the Target Company a Wholly Owned Subsidiary After the Tender Offer (Matters Relating to Two-Step Acquisitions)” below.
 
The purchase price per share of the Target Common Stock for this Tender Offer (hereinafter the “Tender Offer Price”) shall be \330. Regarding the Stock Acquisition Rights (which are defined in “(3) Purchase Price” of “2. Outline of the Tender Offer” below, same applies hereinafter), the purchase price has been decided at \1 per Stock Acquisition Rights , , because the Company will not be able to exercise the Stock Acquisition Rights even if the Company purchases them through the Tender Offer as specified in “(4) Calculation Method for Purchase Price” of “2. Outline of the Tender Offer” below.
 
As detailed in “(3) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below, at the Board of Directors’ meeting of the Target Company held on July 17, 2009, the Target Company passed resolutions supporting the Tender Offer and expressing an opinion recommending that shareholders of the Target Company apply for the Tender Offer.
 
(2)    Background and Purpose of the Tender Offer and Decision Making Process to Conduct the Tender Offer
The Target Company manufactures and consistently supplies quality animal feed in the animal feed and livestock industry. The Company and the Target Company began their business relationship in the trade of animal feed ingredients and formulated feed. Subsequently, the Company has worked with the Target Company to help it build a competitive production system. As a partner in businesses producing, processing and selling meat in Japan, the Company has a longstanding, cordial business relationship with the Target Company. In May 2007, the Company conducted a tender offer for the common stock of the Target Company, raising its Share Ownership in June of that year to 52.75%. The Target Company is currently a consolidated subsidiary of the Company.
 
The Japanese animal feed and livestock industries have developed by producing animal feed for farmers as well as quality meat, which are stably supplied to the Japanese market. In recent years, the number of agricultural workers has continued to decrease as the population of Japan has stagnated. However, there is strongly rooted demand for home-grown meat, meaning that domestic production is expected to remain strong going forward.
 
Concurrently, the food industry, which includes the animal feed and livestock sectors, faces a difficult business environment partly because of significant fluctuations in food prices internationally. Furthermore, companies must respond to rising consumer interest in food safety and quality and increasingly sophisticated and diversifying consumer needs. Moreover, competition is escalating in the animal feed and livestock industries due to differences between livestock prices in Japan and overseas, the improving quality of imported meat and processed meat products, and a rapid shift from the management of livestock businesses from farmers to corporations. In light of this stiffening competition, companies that operate integrated businesses, extending from the sourcing of raw materials to production of animal feed and meat, enabling them to acutely and swiftly respond to changes in the business environment, are expected to be able to set themselves apart in the marketplace and maintain a competitive edge.
 
Against the backdrop of the increasingly challenging business environment described above, the MC Group regards the pursuit of optimal management on a consolidated basis and greater efficiency by creating a more flexible business structure than at present as an urgent issue. For this reason, the Company has determined that it is necessary to make the Target Company a wholly owned subsidiary. Looking ahead, the Company will channel further business resources to the Target Company with the determination to propel growth of the Target Company as a core company in the MC Group’s animal feed business.
 
By making the Target Company a wholly owned subsidiary of the Company, the Company and the Target Company will maximize synergies from the utilization of each other’s business advantages. The Target Company possesses animal feed technology development and production technology capabilities as well as production infrastructure, while the Company has the ability to procure raw materials for animal feed, meat production and processing infrastructure and expertise in selling meat. By maximizing synergies, the Company and the Target Company believe that they can further strengthen the earnings base and increase the corporate value of the MC Group.
 
For the Target Company, becoming a wholly owned subsidiary of the Company will enable it to conduct operations even more efficiently and responsively through the further utilization of the business resources of the Company and MC Group companies. This should lead to improved earnings power at the Target Company.
 
(3)    Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest
The Company owns a majority of the voting rights attached to the common stock of the Target Company, making the Target Company a consolidated subsidiary of the Company. In light of this, the Company is taking the following measures as a means of ensuring the fairness of the Tender Offer, including measures to ensure the fairness of the Tender Offer Price and measures to avoid conflicts of interest.
 
In order to eliminate subjectivity from the process leading to the decision to make this Tender Offer, the Company requested the advice of the Nikko Citigroup Limited (“NCL”) as a financial advisor and also retained Nagashima Ohno & Tsunematsu as its legal advisor, cautiously discussing and considering the Tender Offer with legal advice from this law firm.
 
In deciding on the Tender Offer Price, the Company asked for a valuation of the shares of the Target Company and received a valuation reference report from NCL, a third-party share evaluation institution independent of MC and the Target Company. (The Company did not receive an opinion from NCL regarding the fairness of the Tender Offer Price, a fairness opinion.)
 
NCL carried out a valuation of the shares of the Target Company using various methods, namely Market Price Analysis, Comparable Companies Analysis, analysis on premium of examples of similar tender offers, and Discounted Cash Flow (“DCF”) Analysis. The results of the valuation of the share value of the Target Company using each of the methods in the valuation reference report were as follows.
 
Under the Market Price Analysis method, the range of per share values produced was ¥222 to ¥241. This range was calculated based on the average closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange for periods of 1 month, 3 months and 6 months, with a reference date of July 14, 2009.
 
Under the Comparable Companies Analysis method, which considers the relationship between public market share prices and financial performance indicators showing profitability of listed companies which are engaged in a business similar to that of the Target Company to arrive at an implied per share value, the range of per share values produced was ¥173 to ¥280.
 
Under the analysis on premium of examples of similar tender offers, an analysis was conducted on the premiums offered on the average closing prices of shares for a certain period before tender offers in cases of tender offers by parent companies for shares of listed subsidiaries taken from examples of tender offers announced since September 2007. The premiums on the average closing prices for periods of 1 month, 3 months and 6 months were calculated as approximately 53%, 42% and 32%, respectively. Applying these premiums to the average closing prices of the Target Company’s shares during the applicable period, the range of per share values produced was ¥282 to ¥381.
 
Under the DCF Analysis method, which considers estimated future free cash flows of the Target Company based on assumptions, including but not limited to, future profits estimate and capital expenditure plan of the Target Company, and discounts it back at certain discount rate to the present equity value of the Target Company, the range of per share values produced was ¥303 to ¥366.
 
Based on the results of these valuations, the Company considered the Tender Offer Price, comparing the valuation results obtained by all methods. In addition, the Company held discussions with the Target Company regarding the Tender Offer Price and comprehensively considered whether or not the Target Company would support the Tender Offer, the outlook for the result of Tender Offer and other factors. The Board of Directors of the Company subsequently and ultimately decided on July 17, 2009 to set the Tender Offer Price at ¥330 per share.
 
The Tender Offer Price of ¥330 per share represents a 48.1% premium on the simple average price of ¥223 calculated based on the closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange over the six-month period through July 16, 2009. It also represents a 42.1% premium on the simple average price of ¥232 calculated based on the closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange over the three-month period through July 16, 2009 and a 37.9% premium on the simple average price of ¥239 calculated based on the closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange over the one-month period through July 16, 2009. Moreover, it represents a 44.1% premium on the July 16, 2009 closing price of ¥229 of the Company’s common stock on the First Section of the Tokyo Stock Exchange.
 
Because the Target Company is a consolidated subsidiary of the Company, from the standpoint of avoiding conflicts of interest, the Target Company separately obtained a valuation reference report relating to the share price valuation of the Target Company from PwC Advisory Co., Ltd. (“PwC”), which is a third-party share valuation institution independent of the Company and the Target Company and is not a related party of the Target Company. This separate valuation reference report analyzed the price of the Target Company’s shares using various methods, namely Market Price Analysis, Comparable Companies Analysis, and DCF Analysis. The range of per share values calculated using each of these methods was ¥232 to ¥242 with the Market Price Analysis method, ¥226 to ¥240 with the Comparable Companies Analysis method, and ¥320 to ¥369 with the DCF method. The Target Company carefully considered the valuation of the purchase price and whether or not to support the Tender Offer with reference to these valuations. (The Target Company did not receive an opinion from a third-party valuation institution regarding the fairness of the Tender Offer Price, a fairness opinion). Furthermore, the Target Company cautiously discussed and considered the terms relating to the Tender Offer, obtaining legal advice as necessary from its legal advisor, Matsuo & Kosugi.
 
Due to the above considerations, the board of directors of the Target Company on July 17, 2009 cautiously discussed and considered all of the terms of the Tender Offer, including the purchase price, while referring to the valuation reference report obtained from PwC and legal advice from Matsuo & Kosugi. As a result of these discussions and deliberations, the Target Company’s board of directors decided that the Tender Offer would maximize the Target Company’s corporate value over the medium and long terms and that the terms of the Tender Offer were reasonable and would provide an opportunity for the shareholders of the Target Company to sell their shares at a rational price. A resolution was passed by unanimous approval of four of the directors in attendance, excluding Director Takehiko Kakiuchi, who is also an employee of the Company, that the Target Company expresses its opinion supporting the Tender Offer and recommending that shareholders of the Target Company apply for the Tender Offer.
 
Regarding the stock acquisition rights, as these were issued by the Target Company as stock options to directors, executive officers and key employees of the Target Company and the Target Company did not request the third-party valuation institution PwC a valuation of the price or an opinion relating to the appropriateness of the purchase price of the stock acquisition rights, the board of directors of the Target Company passed a resolution not expressing an opinion on the appropriateness of the tender offer price of the stock acquisition rights. Furthermore, because the Target Company granted the stock acquisition rights as stock options, and the transfer of the stock acquisition rights are prohibited by the stock acquisition right allocation agreement with each of the eligible persons, the Target Company has no plans to approve such a transfer if holders of these stock acquisition rights apply for the Tender Offer. Furthermore, corporate auditors (including outside corporate auditors) of the Target Company that took part in discussions of proposals concerning the aforementioned resolutions all expressed an opinion agreeing with the decision of the board of directors of the Target Company to express an opinion supporting the Tender Offer and recommending that shareholders of the Target Company apply for the Tender Offer. Furthermore, it is reported to the Company that Takehiko Kakiuchi and Katsumi Kinoshita, a director and a corporate auditor of the Target Company, respectively, did not participate in the discussions or decisions of proposals relating to the said resolutions from the standpoint of avoiding conflicts of interest, because they serve concurrently as employees of the Company.
 
In addition, the Company has set 30 business days as the Tender Offer period in the Tender Offer (the “Tender Offer Period”), while the minimum period for a tender offer stipulated in the Financial Instruments and Exchange Act of Japan (Act No. 25, 1948, including subsequent amendments; the “Act”) is 20 business days. Setting a relatively long period for the Tender Offer Period ensures that shareholders have the opportunity to properly decide whether to apply for the Tender Offer.
 
(4)    Policy Relating to Procedures for Making the Target Company a Wholly Owned Subsidiary After the Tender Offer (Matters Relating to Two-Tier Acquisitions)
As mentioned earlier, the Company plans to make the Target Company a wholly owned subsidiary. Therefore, if the Company is unable to purchase all the Target Common Stock through this Tender Offer, it intends to implement Procedures for Making the Target Company a Wholly Owned Subsidiary via the methods described below.
 
In specific terms, following the completion of the Tender Offer, the Company plans to ask the Target Company (i) to amend the Articles of Incorporation so as to enable the issuance of a different class of shares to common stock at the Target Company to make the Target Company a Corporation With Class Shares prescribed by the Companies Act of Japan; (ii) to add a part to the Articles of Incorporation of the Target Company after the amendment by (i) above to amend the Articles of Incorporation so as to attach a “wholly call” condition enabling the Target Company to acquire all common shares issued (provision prescribed in Article 108, Paragraph 1, Item 7 of the Companies Act of Japan, same applies below); and (iii) to acquire all common shares of the Target Company subject to the “wholly call” condition and issue and deliver a different class of share in exchange, and to ask the Target Company to convene an extraordinary shareholders’ meeting for proposals in (i) through (iii) above, and a meeting of class shareholders for proposal (ii) above. (However, the timing of said extraordinary shareholders’ meeting or meeting of class shareholders has not yet been decided at this point.) The Company also plans to ask the Target Company to propose (i) through (iii) above at the same shareholders’ meeting. Moreover, the Company plans to approve the abovementioned proposals at the abovementioned extraordinary shareholders’ meeting and meeting of class shareholders.
 
If the procedures in (i) through (iii) above are implemented, all common stock issued by the Target Company will be acquired by the Target Company and shareholders of the Target Company will receive a different class of share as consideration for the acquisition. If the number of Target Company shares that are to be allotted to shareholders have fractions less than one share, these shareholders who are to be delivered such fractions will be given cash obtained from the sale of said Target Company shares equivalent to the total number of shares of the said fractional shares in accordance with legal procedures (fractions of shares in the total shares shall be discarded). Furthermore, the Company plans to calculate the amount of cash to be paid to applicable shareholders as a result of the sale of the applicable Target Company shares equivalent to the total of the applicable fractional shares based on the Tender Offer Price, unless there are special circumstances. However, because the timing of this calculation is different, the amount of cash to be paid may differ from the Tender Offer Price depending on the business, operating results, financial condition, assets and management as well as their outlook of the Target Company at the time of calculation and the judgment of the courts relating to the Procedures for Making the Target Company a Wholly Owned Subsidiary. Accordingly, the amount of cash to be paid may be higher or lower than the Tender Offer Price. Furthermore, the class and number of Target Company shares to be delivered as consideration for the acquisition of common stock with wholly call condition by the Target Company have not yet been determined. However, so as to achieve the goal of the Procedures for Making the Target Company a Wholly Owned Subsidiary, the Company plans to determine the number of Target Company shares to be delivered to non-tendering shareholders of the Target Company (excluding the Company), so that they do not make one share. When the amendments are made to the Articles of Incorporation so as to add the provision to acquire
 all common stock in (ii) above, (a) shareholders have the right to request the purchase of the shares they hold, in accordance with the provisions of Articles 116 and 117 of the Companies Act of Japan and other related laws and regulations that aim to protect the interests of minority shareholders, and (b) based on the same purport, if the abovementioned extraordinary shareholders’ meeting approves the acquisition of all common stock with the wholly call condition, shareholders can file a motion for determination of the price for purchasing said shares, in accordance with the provisions of Article 172 of the Companies Act and other related laws and regulations. Because the purchase price and the acquisition price per share due to the aforementioned methods (a) or (b) will ultimately be determined by a court, the price may be different from the Tender Offer Price. When making a request or motion according to these methods, shareholders are required to take personal responsibility for confirming the required procedures and make such judgment.
 
This Tender Offer in no way whatsoever solicits the approval of shareholders of the Target Company at the aforementioned extraordinary shareholders’ meeting or meeting of class shareholders.
 
Regarding the abovementioned methods, depending on the Company’s Share Ownership after the Tender Offer, the ownership of shares of the Target Company by shareholders other than the Company, and the interpretation of authorities of relevant laws and regulations, the Company may implement other methods with the same effect as those or require time to implement the methods. Even in this case, however, the Company plans to ultimately make the Target Company a wholly owned subsidiary through the payment of cash in exchange for shares to the shareholders of the Target Company other than the Company. As for the amount of money to be paid to said shareholders of the Target Company in this case, the Company plans to base the calculation on the Tender Offer Price. However, because the timing of this calculation is different, the amount of cash to be paid may differ from the Tender Offer Price depending on the business, operating results, financial condition, assets and management as well as their outlook of the Target Company at the time of calculation. Accordingly, the amount of cash to be paid may be higher or lower than the Tender Offer Price. The Company will make an immediate announcement regarding the specific procedures in the above cases as soon as they are decided after consulting with the Target Company.
 
Regarding the stock acquisition rights of the Target Company, if the Company is unable to purchase all of the stock acquisition rights of the Target Company despite being successful with the Tender Offer, the Company may ask the Target Company to carry out the necessary procedures for extinguishing the stock acquisition rights and the Target Company may carry out the procedures to extinguish the stock acquisition rights according to this request. However, how the Target Company will carry out this procedure has not yet been determined at this time.
 
Details of the Procedures for Making the Target Company a Wholly Owned Subsidiary (including details of the aforementioned proposals (i) through (iii)) and the timing of same have not yet been determined at this point. However, the Company will make an immediate announcement as soon as they are determined after consulting with the Target Company and others.
 
Please confirm with your own tax advisor the tax treatment if you apply for the Tender Offer; you receive consideration due to the possible implementation of the Procedures for Making the Target Company a Wholly Owned Subsidiary after the Tender Offer; or your shares are purchased in response to a purchase request relating to the possible implementation of the Procedures for Making the Target Company a Wholly Owned Subsidiary.
 
(5)    Outlook and Reason for Delisting
The Target Company’s common stock is currently listed on the First Section of the Tokyo Stock Exchange and the First Section of the Osaka Securities Exchange. However, because the Company has not set an upper limit on the number of shares, etc. to be purchased in the Tender Offer, the Target Company may be delisted upon the successful completion of the Tender Offer, after the prescribed procedures, according to the delisting standards (hereinafter the “Delisting Standards”) in the listing criteria of marketable securities specified by the abovementioned exchanges depending on the result of the Tender Offer. Furthermore, even if said standards do not apply, if the Company implements the Procedures for Making the Target Company a Wholly Owned Subsidiary after completion of the Tender Offer, as mentioned in (4) above, in accordance with applicable laws and regulations after separate discussions with the Target Company and others, the common stock of the Target Company will meet the Delisting Standards and will be delisted. If the Target Company’s shares are delisted, the common stock of the Target Company will cease to be able to be traded on the Tokyo Stock Exchange and the Osaka Securities Exchange, which is expected to make it difficult to sell the said shares in the future. If the Procedures for Making the Target Company a Wholly Owned Subsidiary are implemented, the Target Company does not plan to list the other class of shares of the Target Company allotted as consideration for the common stock with wholly call condition.
 
(6)    Matters Relating to Material Agreement Between Tender Offeror and Shareholders of Target Company Concerning Tender Offer
None.
 
2.       Outline of the Tender Offer
(1) Profile of the Target Company
 
Name of the Target Company
Nosan Corporation
 
Main Business
Feed, food products and life-technology
 
Established
August 1931
 
Head Office
2-1, Minatomirai 2-chome, Nishi-ku, yokohama-shi
 
Name and Title of Representatives
Koji Ono
President
 
Amount of Paid-in Capital
7.411 billion yen (as of March 31, 2009)
 
Major Shareholders and Ownership Ratio
(as of March 31, 2009)
Mitsubishi Corporation
52.74%
NISSHIN SEIFUN GROUP INC.
2.82%
Japan Trustee Services Bank, Ltd. (Trust Account 4G)
2.08%
Japan Trustee Services Bank, Ltd. (Trust Account)
1.91%
The Master Trust Bank of Japan, Ltd. (Trust Account)
0.95%
NAKAMURA & CO., LTD
0.38%
Toyo Bussan Co., Ltd.
0.35%
SUMITOMO LIFE INSURANCE COMPANY (Special Account)
(Standing Proxy: Japan Trustee Services Bank, Ltd.)
0.21%
Barclays Capital Securities London Cayman Clients
(Standing Proxy: Standard Chartered Bank)
0.20%
Trust & Custody Services Bank, Ltd. (Pension Trust Account)
0.11%
 
Relationship with the Company
Capital Relationship
The Company owns 68,207 thousand shares of the Target Company (Share Ownership: approximately 52.75%).
Personnel Relationship
Out of the Target Company’s directors, Koji Ono and Takehiko Kakiuchi are from the Company. Out of the Target Company’s corporate auditors, Katsumi Kinoshita is from the Company. Koji Ono was transferred to the Target Company, and Takehiko Kakiuchi and Katsumi Kinoshita are also employees of the Company.
Business Relationship
The Company sells raw materials to the Target Company and purchases feeds, etc. from the Target Company.
Related Party Status
The Target Company is a consolidated subsidiary of the Company and, accordingly, falls under the category of “related party.”
 
(2) Tender Offer Period
(i)   Term of Tender Offer Period as of the filing of the Tender Offer Statement
Tender Offer Period
From Tuesday, July 21, 2009 to Monday, August 31, 2009 (30 business days)
(ii) Possibility of extension of Tender Offer Period upon request of the Target Company
N/A
(3) Price of Tender Offer
(i)   Common Stock
330 yen per share of common stock
(ii) Stock Acquisition Rights
A     Stock acquisition rights issued pursuant to a special resolution passed at the Target Company’s ordinary general meeting of shareholders held on June 24, 2005 (the “Stock Acquisition Rights- Fourth Series”)
1 yen per one stock acquisition right
B     Stock acquisition rights issued pursuant to a resolution passed at the Target Company’s board of directors meeting held on December 25, 2006 (the “Stock Acquisition Rights- Fifth Series”)
       1 yen per one stock acquisition right
C     Stock acquisition rights issued pursuant to a special resolution passed at the Target Company’s ordinary general meeting of shareholders held on June 23, 2006 and a resolution passed at the Target Company’s board of directors meeting held on December 25, 2006 (the “Stock Acquisition Rights- Sixth Series”)
       1 yen per one stock acquisition right
D     Stock acquisition rights issued pursuant to a resolution passed at the Target Company’s board of directors meeting held on July 23, 2007 (the “Stock Acquisition Rights- Seventh Series”)
       1 yen per one stock acquisition right
E     Stock acquisition rights issued pursuant to a special resolution passed at the Target Company’s ordinary general meeting of shareholders held on June 22, 2007 and a resolution passed at the Target Company’s board of directors meeting held on July 23, 2007 (the  “Stock Acquisition Rights- Eighth Series”).
       1 yen per one stock acquisition right
F     Stock acquisition rights issued pursuant to a resolution passed at the Target Company’s board of directors meeting held on July 28, 2008 (the “Stock Acquisition Rights- Ninth Series”).
       1 yen per one stock acquisition right
G     Stock acquisition rights issued pursuant to a special resolution passed at the Target Company’s ordinary general meeting of shareholders held on June 24, 2008 and a resolution passed at the Target Company’s board of directors meeting held on July 28, 2008 (the “Stock Acquisition Rights- Tenth Series”; together with the Stock Acquisition Rights- Fourth Series, the Stock Acquisition Rights- Fifth Series, the Stock Acquisition Rights- Sixth Series, the Stock Acquisition Rights- Seventh Series, the Stock Acquisition Rights- Eighth Series and the Stock Acquisition Rights- Ninth Series, collectively the “Stock Acquisition Rights”).
       1 yen per one stock acquisition right
 
(4) Basis of the tender price
(i) Calculation Basis
(A) Common Stock
In order to determine the Tender Offer Price, the Company asked NCL, its financial advisor, to conduct a valuation analysis of the shares of the Target Company, and the Company received NCL’s valuation reference report in respect of the shares of the Target Company.
 
(i)Under the Market Price Analysis method, the range of per share values produced was ¥222 to ¥241. This range was calculated based on the average closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange for periods of 1 month, 3 months and 6 months, with a reference date of July 14, 2009.
(ii)Under the Comparable Companies Analysis method, which considers the relationship between public market share prices and financial performance indicators showing profitability of listed companies which are engaged in a business similar to that of the Target Company to arrive at an implied per share value, the range of per share values produced was ¥173 to ¥280.
(iii)Under the analysis on premium of examples of similar tender offers, an analysis was conducted on the premiums offered on the average closing prices of shares for a certain period before tender offers in cases of tender offers by parent companies for shares of listed subsidiaries taken from examples of tender offers announced since September 2007. The premiums on the average closing prices for periods of 1 month, 3 months and 6 months were calculated as approximately 53%, 42% and 32%, respectively. Applying these premiums to the average closing prices of the Target Company’s shares during the applicable period, the range of per share values produced was ¥282 to ¥381.
(iv)Under the DCF Analysis method, which considers estimated future free cash flows of the Target Company based on assumptions, including but not limited to, future profits estimate and capital expenditure plan of the Target Company, and discounts it back at certain discount rate to the present equity value of the Target Company, the range of per share values produced was ¥303 to ¥366.
 
Based on the results of these valuations, the Company considered the Tender Offer Price, comparing the valuation results obtained by all methods. In addition, the Company held discussions with the Target Company regarding the Tender Offer Price and comprehensively considered whether or not the Target Company would support the Tender Offer, the outlook for the result of Tender Offer and other factors. The Board of Directors of the Company subsequently and ultimately decided on July 17, 2009 to set the Tender Offer Price at ¥330 per share.
 
The Tender Offer Price of ¥330 per share represents a 48.1% premium on the simple average price of ¥223 calculated based on the closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange over the six-month period through July 16, 2009. It also represents a 42.1% premium on the simple average price of ¥232 calculated based on the closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange over the three-month period through July 16, 2009 and a 37.9% premium on the simple average price of ¥239 calculated based on the closing prices of the Target Company’s common stock on the First Section of the Tokyo Stock Exchange over the one-month period through July 16, 2009. Moreover, it represents a 44.1% premium on the July 16, 2009 closing price of ¥229 of the Company’s common stock on the First Section of the Tokyo Stock Exchange.
 
(B) Stock Acquisition Rights
The Tender Offer PriceTender Offer Price of the Stock Acquisition Rights (1 yen per one stock acquisition right) was determined by taking the conditions for exercise of the Stock Acquisition Rights into consideration irrespective of the Tender Offer PriceTender Offer Price of the common stock of the Target Company and the exercise price of the Stock Acquisition Rights.  The Stock Acquisition Rights were issued as stock options to the directors, executive officers and employees of the Target Company, and as a condition for exercise of the Stock Acquisition Rights, the holders of the Stock Acquisition Rights are required to obtain approval from the board of directors of the Target Company whenever they intend to transfer such Stock Acquisition Rights.  Furthermore, the agreement allotting Stock Acquisition Rights entered into by holders of the Stock Acquisition Rights with the Target Company contains a restriction on transfer of the Stock Acquisition Rights that states such holder may not (i) transfer any or all the Stock Acquisition Rights to any third party, (ii) pledge any or all the Stock Acquisition Rights or (iii) otherwise dispose of any or all the Stock Acquisition Rights. Accordingly, it is understood that, even if the Company purchases the Stock Acquisition Rights through the Tender Offer, the Company may not exercise the Stock Acquisition Rights. Therefore, the Company, at the board of directors meeting held on July 17, 2009, determined that the Tender Offer Price of the Stock Acquisition Rights is to be 1 yen, as described above. The Company did not obtain any valuation reference report from a third-party share evaluation institution in connection with determination of the Tender Offer Price of the Stock Acquisition Rights in the Tender Offer.
 
(ii) Calculation Background
Given the increasing severity of the business environment in the food products industry and the feed and livestock products industry in recent years, the Company has examined how the Company can realize a more flexible management system between the Target Company and the Company, how the Company can optimize management on a consolidated basis, and how the Company can pursue efficiency. As a result, the Company believes that the Company will be able to further enhance the earning basis and enterprise value of the Target Company, as well as that of the Company’s group, by utilizing, to the fullest extent, the business advantages of both companies and by realizing maximum synergy. Therefore, the Company has reached the conclusion that it is necessary to make the Target Company a wholly owned subsidiary. Accordingly, the Company has determined to initiate the Tender Offer and determined the Tender Offer Price through the procedures outlined below.
 
(A) Common Stock
(i) Acquisition of a valuation reference report from a third-party share evaluation institution
In order to determine the Tender Offer Price, the Company, in June 2009, asked NCL, its financial advisor, to conduct a valuation analysis of the shares of the Target Company. On July 15, 2009, the Company received NCL’s valuation reference report on the shares of the Target Company for reference in determining the Tender Offer Price.
 
(ii) Summary of valuation reference report
NCL used the Market Price Analysis, Comparable Companies Analysis, analysis on premium of examples of similar tender offers and DCF Analysis in valuing the shares of the Target Company. The results of the valuation analysis are as follows:
Market Price Analysis: ¥222 to ¥241 per share
Comparable Companies Analysis: ¥173 to ¥280 per share
 
analysis on premium of examples of similar tender offers: ¥282 to ¥381 per share
DCF Analysis: ¥303 to ¥366 per share
 
(iii) Determination of the Tender Offer Price
In deciding on the Tender Offer Price, the Company considered the Tender Offer Price, comparing the valuation results obtained by all methods based on the results of the valuations from NCL. In addition, the Company held discussions with the Target Company regarding the Tender Offer Price and comprehensively considered whether or not the Target Company would support the Tender Offer, the outlook for the result of Tender Offer and other factors. The Board of Directors of the Company subsequently and ultimately decided on July 17, 2009 to set the Tender Offer Price at ¥330 per share.
 
(iv)Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest
The Company owns a majority of the voting rights attached to the common stock of the Target Company, making the Target Company a consolidated subsidiary of the Company. In light of this, the Company is taking the following measures as a means of ensuring the fairness of the Tender Offer, including measures to ensure the fairness of the Tender Offer Price and measures to avoid conflicts of interest.
 
In order to eliminate subjectivity from the process leading to the decision to make this Tender Offer, the Company requested the advice of NCLas a financial advisor and also retained Nagashima Ohno & Tsunematsu as its legal advisor, cautiously discussing and considering the Tender Offer with legal advice from this law firm.
 
In deciding on the Tender Offer Price, the Company asked for a valuation of the shares of the Target Company and received a valuation reference report from NCL, a third-party share evaluation institution independent of MC and the Target Company. (The Company did not receive an opinion from NCL regarding the fairness of the Tender Offer Price, a fairness opinion.)
 
Because the Target Company is a consolidated subsidiary of the Company, from the standpoint of avoiding conflicts of interest, the Target Company separately obtained a valuation reference report relating to the share price valuation of the Target Company from PwC, which is a third-party share valuation institution independent of the Company and the Target Company and is not a related party of the Target Company. This separate valuation reference report analyzed the price of the Target Company’s shares using various methods, namely Market Price Analysis, Comparable Companies Analysis, and DCF Analysis. The range of per share values calculated using each of these methods was ¥232 to ¥242 with the Market Price Analysis method, ¥226 to ¥240 with the Comparable Companies Analysis method, and ¥320 to ¥369 with the DCF method. The Target Company carefully considered the valuation of the purchase price and whether or not to support the Tender Offer with reference to these valuations. (The Target Company did not receive an opinion from a third-party valuation institution regarding the fairness of the Tender Offer Price, a fairness opinion). Furthermore, the Target Company cautiously discussed and considered the terms relating to the Tender Offer, obtaining legal advice as necessary from its legal advisor, Matsuo & Kosugi.
 
Due to the above considerations, the board of directors of the Target Company on July 17, 2009 cautiously discussed and considered all of the terms of the Tender Offer, including the purchase price, while referring to the valuation reference report obtained from PwC and legal advice from Matsuo & Kosugi. As a result of these discussions and deliberations, the Target Company’s board of directors decided that the Tender Offer would maximize the Target Company’s corporate value over the medium and long terms and that the terms of the Tender Offer were reasonable and would provide an opportunity for the shareholders of the Target Company to sell their shares at a rational price. A resolution was passed by unanimous approval of four of the directors in attendance, excluding Director Takehiko Kakiuchi, who is also an employee of the Company, that the Target Company expresses its opinion supporting the Tender Offer and recommending that shareholders of the Target Company apply for the Tender Offer. Furthermore, corporate auditors (including outside corporate auditors) of the Target Company that took part in discussions of proposals concerning the aforementioned resolutions all expressed an opinion agreeing with the decision of the board of directors of the Target Company to express an opinion supporting the Tender Offer and recommending that shareholders of the Target Company apply for the Tender Offer. Furthermore, it is reported to the Company that Takehiko Kakiuchi and Katsumi Kinoshita, a director and a corporate auditor of the Target Company, respectively, did not participate in the discussions or decisions of proposals relating to the said resolutions from the standpoint of avoiding conflicts of interest, because they serve concurrently as employees of the Company.
 
In addition, the Company has set 30 business days as the Tender Offer period in the Tender Offer (the “Tender Offer Period”), while the minimum period for a tender offer stipulated in the Financial Instruments and Exchange Act of Japan (Act No. 25, 1948, including subsequent amendments; the “Act”) is 20 business days. Setting a relatively long period for the Tender Offer Period ensures that shareholders have the opportunity to properly decide whether to apply for the Tender Offer.
 
(B)Stock Acquisition Rights
The Tender Offer PriceTender Offer Price of the Stock Acquisition Rights (1 yen per one stock acquisition right) was determined by taking the conditions for exercise of the Stock Acquisition Rights into consideration irrespective of the Tender Offer PriceTender Offer Price of the common stock of the Target Company and the exercise price of the Stock Acquisition Rights.  The Stock Acquisition Rights were issued as stock options to the directors, executive officers and employees of the Target Company, and as a condition for exercise of the Stock Acquisition Rights, the holders of the Stock Acquisition Rights are required to obtain approval from the board of directors of the Target Company whenever they intend to transfer such Stock Acquisition Rights.  Furthermore, the agreement allotting Stock Acquisition Rights entered into by holders of the Stock Acquisition Rights with the Target Company contains a restriction on transfer of the Stock Acquisition Rights that states such holder may not (i) transfer any or all the Stock Acquisition Rights to any third party, (ii) pledge any or all the Stock Acquisition Rights or (iii) otherwise dispose of any or all the Stock Acquisition Rights. Accordingly, it is understood that, even if the Company purchases the Stock Acquisition Rights through the Tender Offer, the Company may not exercise the Stock Acquisition Rights. Therefore, the Company, at the board of directors meeting held on July 17, 2009, determined that the Tender Offer Price of the Stock Acquisition Rights is to be 1 yen, as described above. The Company did not obtain any valuation reference report from a third-party share evaluation institution in connection with determination of the Tender Offer Price of the Stock Acquisition Rights in the Tender Offer.
 
(iii) The relationship with the valuation agency
NCL does not fall under the category of “related party” of the Company or the Target Company.

 
 
(5) Expected Number of Shares, etc.. to be Purchased in the Tender Offer
Category of Shares, etc.
Expected Number of Shares to be Purchased
Minimum Number of Shares to be Purchased
Maximum Number of Shares to be Purchased
Shares
53,481,893 shares
― shares
shares
Certificate of Stock Acquisition Rights
1,058,000 shares
― shares
― shares
Certificate of Bonds with Stock Acquisition Rights
― shares
― shares
― shares
Beneficiary Certificates for Shares and Other Securities Trust
― shares
― shares
― shares
Depositary Receipts for Shares and Other Securities
― shares
― shares
― shares
Total
54,539,893 shares
― shares
― shares
(Note 1)   The Company does not adopted any of the conditions listed under Paragraph 4 of Article 27-13 of the Act, and all of the tendered shares will be purchased.
(Note 2)   Since the Company has not set an upper limit on the number of shares of common stock to be purchased, 54,539,893 shares, which is the maximum number of shares to be purchased in the Tender Offer, are listed as the total expected number of shares to be purchased above. Such maximum number is equivalent to the sum of (i) the total number of outstanding shares (129,309,932 shares) as of March 31, 2009, as stated in the Annual Securities Report for the 93rd FY period filed by the Target Company on June 23, 2009, and (ii) the total maximum number of shares (1,164,000 shares) issued or transferred (“issued”) or to be issued upon exercise of the Stock Acquisition Rights (1,164) of the Target Company as of March 31, 2009, as stated in the said report (on the assumption that the number of shares to be issued for one Stock Acquisition Right is 1,000 based on the terms and condition of such Stock Acquisition Rights), less (iii) the number of treasury stock held by the Target Company (7,727,039 shares as of March 31, 2009) and shares currently held by the Company (68,207,000 shares). The above number of expected shares to be purchased in connection with the certificate of stock acquisition rights is based on the number of shares (1,058,000 shares, on the assumption that the number of shares to be issued for one Stock Acquisition Right is 1,000 based on the terms and condition of such Stock Acquisition Rights) issued or to be issued upon exercise of the Stock Acquisition Rights (1,058 in total). Such number of the Stock Acquisition Rights was obtained by excluding the expired Stock Acquisition Rights as of July 17, 2009 from the number of the Stock Acquisition Rights of the Target Company as of March 31, 2009, as stated in the Annual Securities Report for the 93rd FY period filed by the Target Company on June 23, 2009.
(Note 3)   Some Stock Acquisition Rights may be exercised by the last day of the Tender Offer Period, and the shares issued upon such exercise shall be subject to the Tender Offer.
(Note 4)   The Company will not purchase any treasury stock held by the Target Company (7,727,039 shares, as of March 31, 2009) through the Tender Offer.
(Note 5)   Shares constituting less than one unit are also subject to the Tender Offer.
 
(6) Proportion of Ownership of Shares, etc. after the Tender Offer
Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror
68,207
(Share Ownership of Shares, etc. before the Tender Offer:
55.57%)
Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror
637
(Share Ownership of Shares, etc. before the Tender Offer:
0.52%)
Number of Voting Rights Represented by Shares, etc. to be Purchased
54,539
(Share Ownership of Shares, etc. after the Tender Offer:
100.00%)
Total Number of Voting Rights of All Shareholders of the Target Company
121,386
 
(Note 1)   “Number of Voting Rights Represented by Shares, etc. to be Purchased” is the number of voting rights equivalent to the expected number of shares to be purchased.
(Note 2)   “Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror” is the number of voting rights represented by the share certificates, etc. held by Parties having Special Relationship with the Company (excluding treasury stock owned by the Target Company).
(Note 3)   “Number of Voting Rights Represented by Shares, etc. to be Purchased” includes the number of voting rights represented by the shares certificates, etc. owned by Parties having a Special Relationship with the Tender Offeror (but excluding treasury stock held by the Target Company).
(Note 4)   “Total Number of Voting Rights of All Shareholders of the Target Company” is based on the total number of voting rights of all shareholders, etc. of the Target Company as of March 31, 2009, as stated in the Annual Securities Report for the 93rd FY period filed by the Target Company on June 23, 2009. However, since the Stock Acquisition Rights, as well as shares constituting less than one unit, are subject to the Tender Offer, for the purpose of the calculation of the “Share Ownership of Shares, etc. before the Tender Offer” and the “Share Ownership of Shares, etc. after the Tender Offer,” the denominator in this calculation is 122,746, which is the sum of (i) the number of voting rights (121,386) of all shareholders as of March 31 2009, as stated in the said Annual Securities Report, (ii) the number of voting rights (1,164) concerning the number of shares (1,164,000 shares, including the shares of the Target Company issued or to be issued upon exercise of the Stock Acquisition Rights on and after April 1, 2009 and until the last day the Tender Offer Period) issued or to be issued upon exercise of the Stock Acquisition Rights (1,164 in total) as of March 31, 2009, as stated in the said report and (iii) the number of voting rights (196) concerning shares constituting less than one unit less those shares held by the Target Company (196,893 shares as of March 31, 2009) (one voting unit of shares of the Target Company is 1,000 shares).
(Note 5)   The “Share Ownership of Shares, etc. before the Tender Offer” and the Share Ownership of Shares, etc. after the Tender Offer” are rounded to two decimal points.
 
(7) Funds, Etc. Required for the Tender Offer
Purchase Price (yen)
Approximately 17,998,164,690 yen
(Note)      The above amount is the purchase price per share multiplied by the Expected Number of Shares to be Purchased (54,539,893 shares) based on the assumption that all of the share certificates to be purchased are for common stock.
 
(8) Method of Settlement
 
(i)     Name and Location of Head Office of Financial Instruments Trader, Bank, etc. to Settle the Tender Offer
Nikko Citigroup Limited        1-5-1 Marunouchi, Chiyoda-Ku, Tokyo
Nikko Cordial Securities Inc. 3-3-1 Marunouchi, Chiyoda-Ku, Tokyo
(ii)    Commencement Date of Settlement
September 4, 2009 (Friday)
(iii)   Settlement Procedure
Promptly after the end of the Tender Offer Period, a notice of purchase will be mailed to the address or location of shareholders wishing to tender their share certificates in the Tender Offer (the “Tendering Shareholders”) (or to the address or location of the standing proxy in the case of non-resident shareholders). Payment of the purchase price will be made in cash. The Tender Offer Agent or the Sub-Agent (as described in “(11) Tender Offer Agent” below; hereinafter the same shall apply) will, in accordance with the Tendering Shareholder’s instructions, remit to the account designated by the Tendering Shareholder (or the standing proxy in the case of non-resident shareholders) the purchase price for share certificates promptly after the commencement date of settlement.
 
(9) Other Conditions and Procedures Relating to the Tender Offer
(i)      Existence and Details of Conditions Listed under Paragraph 4 of Article 27-13 of the Act
N/A
(ii)     Existence of Conditions for Withdrawal, etc. of the Tender Offer, Details Thereof, and Manner of Disclosing Withdrawal, etc.
Upon the occurrence of any event listed in Article 14, Paragraph 1, Items 1.1 through 1.9, Items 1.12 through 1.18 and Items 3.1 through 3.8, as well as Article 14, Paragraph 2, Items 3 through 6 of the Enforcement Order of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended)(the “Enforcement Order”), the Company may withdraw the Tender Offer during the Tender Offer Period. Should the Company intend to withdraw the Tender Offer, the Company will give public notice thereof through electronic disclosure and publish such fact in The Nihon Keizai Shimbun; provided, however, that, if it is impracticable to give such notice within the Tender Offer Period, the Company will make a public announcement pursuant to Article 20 of the Cabinet Office Ordinance regarding Disclosure of Tender Offers of Shares and Other Securities by Non-Issuers (Ministry of Finance Ordinance No. 38 of 1990, as amended) (the “Cabinet Office Ordinance”) and give public notice forthwith.
(iii)    Existence of Conditions for Reducing the Tender Offer Price, Details Thereof, and Manner of Disclosing Reduction
Pursuant to Article 27-6, Paragraph 1, Item 1 of the Act, if the Target Company takes any action enumerated in Article 13, Paragraph 1 of the Enforcement Order during the Tender Offer Period, the Company may reduce the purchase price of the Tender Offer through the methods provided in Article 19, Paragraph 1 of the Cabinet Office Ordinance. Should the Company intend to reduce the purchase price of the Tender Offer, the Company will give public notice thereof through electronic disclosure and publish such fact in The Nihon Keizai Shimbun; provided, however, that, if it is impracticable to give such notice within the Tender Offer Period, the Company will make a public announcement pursuant to Article 20 of the Cabinet Office Ordinance and give public notice forthwith. If the purchase price is reduced, the Company will purchase any and all shares or other securities tendered on and prior to such public notice at the reduced purchase price.
(iv)    Matters regarding Right of Tendering Shareholders, etc. to Cancel Agreement
The Tendering Shareholders may, at any time during the Tender Offer Period, cancel an application for the Tender Offer. In the event of cancellation, the Tendering Shareholders must hand-deliver, or send by postal mail, to one of the entities listed below, a written request for the cancellation of the application for the Tender Offer (the “Written Request for Cancellation”), enclosing the Receipt of Application for the Tender Offer (if one was received), by 15:30 on the last day of the Tender Offer Period. If the request is sent by postal mail, the cancellation of the application for the Tender Offer will not be effective unless the Written Request for Cancellation is delivered to one of the entities listed below by 15:30 on the last day of the Tender Offer Period. (The hours of operation of each branch office of Nikko Cordial Securities Inc. differ. Please confirm, in advance, the business hours of the branch office you wish to visit.)
Entities authorized to receive Written Request for Cancellation:
Nikko Citigroup Limited          1-5-1 Marunouchi, Chiyoda-Ku, Tokyo
Nikko Cordial Securities Inc.       3-3-1 Marunouchi, Chiyoda-Ku, Tokyo
(and other branch offices of Nikko Cordial Securities Inc. located in Japan)
No compensation for damages or penalty payments will be claimed against any Tendering Shareholder by the Company in the event that the application by the Tendering Shareholder is canceled.  The cost of returning the share certificates held by the Company will be borne by the Company.
(v)     Manner of Disclosure in case of a Modification of Conditions, etc. of the Tender Offer
Except in instances forbidden under Article 27-6 of the Act and Article 13 of the Cabinet Office Ordinance, the Company may change the conditions or other terms of the Tender Offer. Should any terms or conditions of the Tender Offer be changed, the Company will give public notice thereof through electronic disclosure and publish such fact in The Nihon Keizai Shimbun; provided, however, that, if it is impracticable to make such notice within the Tender Offer Period, the Company will make a public announcement in accordance with Article 20 of the Cabinet Office Ordinance and give public notice forthwith. The purchase of the shares tendered on or prior to such public notice will also be carried out in accordance with the amended terms and conditions.
(vi)    Manner of Disclosure upon Filing of an Amendment to the Registration Statement
Except in the circumstances provided for under the proviso of Article 27-8, Paragraph 11 of the Act, if an Amendment Statement is submitted to the Director-General of the Kanto Local Finance Bureau, the Company will forthwith make a public announcement of the contents thereof, to the extent relevant to the contents of the public notice of the Tender Offer, in accordance with the procedures set forth in Article 20 of the Cabinet Office Ordinance. The Company will also forthwith amend the Tender Offer Explanatory Statement and provide an Amended Tender Offer Explanatory Statement to the Tendering Shareholders who received the previous Tender Offer Explanatory Statement. If, however, the amendments are limited, the Company, instead of providing an Amended Tender Offer Explanatory Statement, may prepare and deliver to the Tendering Shareholders a document stating the reason(s) for the amendments, the matters amended and the details of such amendments.
(vii)   Manner of Disclosure of Results of the Tender Offer
The Company, on the day following the last day of the Tender Offer Period, will make a public announcement regarding the results of the Tender Offer in accordance with Article 9-4 of the Enforcement Order and Article 30-2 of the Cabinet Office Ordinance.
(viii)   This Tender Offer shall not, directly or indirectly, be conducted in or targeted at the U.S. Moreover, U.S. postal mail service or another method/means of interstate commerce or international commerce (including, without limitation, telephone, telex, facsimile, e-mail and Internet communication shall not be used to conduct the Tender Offer, and the Tender Offer shall not be conducted through any U.S. stock exchange facility. Additionally, no application for this Tender Offer shall be made (i) by any of the aforementioned methods/means, (ii) through the aforementioned facilities or (iii) from the U.S. Further, the Tender Offer Registration Statement, or the tender documents related to the Registration Statement, shall not be sent or distributed to, in or from the U.S. by mail or any other method. Any application for the Tender Offer in violation of any the aforementioned restrictions, either directly or indirectly, will not be accepted.
At the time of tender, Tendering Shareholders (standing proxies for non-resident shareholders) may be requested to provide the Company, and the Tender Offer Agent or Sub-Agent, with representations and warranties that state the following:
①     The Tendering Shareholders are not located or do not reside in the U.S., both at the time of applying for the Tender Offer and at the time of the sending of the Application Form for the Tender Offer;
②     The Tendering Shareholders are not, directly or indirectly, receiving or sending out any information or documents (including copies) related to this Tender Offer to, in or from the U.S.;
③     The Tendering Shareholders have not and will not use, directly or indirectly, in connection with the signature and submission of the Application Form for the Tender Offer, (i) U.S. postal mail service or other method/means of interstate commerce or international commerce (including, without limitation, telephone, telex, facsimile, e-mail and Internet communication) or (ii) any U.S. stock exchange facility; and
④     The Tendering Shareholders are not acting as proxy for any other person without investment discretion or acting as trustee/fiduciary of any other person (not including those who are giving instructions on the tendering of shares from outside the U.S.).
 
(10) Date of Public Notice
July 21, 2009 (Tuesday)
Public notice will be made through electronic disclosure, and notice to such effect will be published in the Nihon Keizai Shimbun.
(EDINET (Electronic Disclosure for Investors' NETwork) address http://info.edinet-fsa.go.jp/)
 
(11) Tender Offer Agent
Nikko Citigroup Limited                         1-5-1 Marunouchi, Chiyoda-Ku, Tokyo
The Tender Offer agent appointed the following sub-agent and delegated part of its business to such sub-agent:
Nikko Cordial Securities Inc.     3-3-1 Marunouchi, Chiyoda-Ku, Tokyo
 
3.       Policy Following the Tender Offer and Future Outlook
 
(1) Policy Following the Tender Offer
Please refer to “1 Purpose of the Tender Offer” above with respect to the policy following the Tender Offer.
 
(2) Future Outlook
The Tender Offer will have only a slight impact on the results of the Company on an unconsolidated and a consolidated basis.
 
4.       Other
(1) Existence of Agreements Between the Tender Offeror and the Target Company or its Officers and Details of any such Agreements
 
At the meeting of the board of directors held on July 17, 2009, the Target Company agreed to the Tender Offer and resolved that it shall recommend its shareholders to apply to the Tender Offer.
 
(2) Other information that is useful for investors to conclude the application
N/A
 
For further inquiries, please contact:
Yoshihiro Shimazu, Team Leader, Managerial Accounting Team, Controller Office
Mitsubishi Corporation Tel: (+81)-3-3210-2121
 
 
Please note that a person receiving information concerning the Tender Offer through this Press Release may be prohibited from purchasing the share certificates and other securities of Nosan Corporation until twelve (12) hours have elapsed after the announcement of this Press Release (announcement of this Press Release shall be deemed to be the time at which this Press Release is disclosed through the service for inspection of disclosed information by Tokyo Stock Exchange during the afternoon of July 17, 2009). as a recipient of primary information concerning insider trading regulations in accordance with the provisions of Paragraph 3 of Article 167 of the Financial Instruments and Exchange Act and Article 30 of the Financial Instruments and Exchange Act Enforcement Order. If a person is subject to criminal, civil or administrative liability as a result of such purchase mentioned above, please note that the Company shall assume no responsibility therefor.
 
This Press Release is for public announcement of the Tender Offer, and the Press Release has not been prepared for the purpose of soliciting offers to sell shares. If you would like to offer your shares for sale in the Tender Offer, please ensure that you review the Tender Offer Explanatory Statement prepared by the Company prior to offering your shares for sale at your own discretion. This Press Release shall neither be, nor constitute a part of, an offer to sell  or a solicitation thereof or a solicitation of an offer to purchase, any securities. Moreover, this Press Release (or any part thereof) and the distribution thereof shall not be interpreted to be the basis of any agreement in relation to the Tender Offer, and this Press Release should not be relied on at the time any such agreement is concluded.
 
There may be some nations or regions that legally restrict or limit the announcement, issuance or distribution of this Press Release. In such case, you are requested to take note of those restrictions or limitations and comply with any and all laws and regulations of such nations or regions. In nations or regions where the implementation of the Tender Offer is illegal, receipt by you of this Press Release shall not be deemed as an offer to purchase, or a solicitation of an offer to sell, the shares in connection with the Tender Offer, but shall be deemed as receipt of information distributed for reference purposes only.
 
To Shareholers of Nosan Corporation:
 Any individual shareholder of Nosan Corporation seeking further information on the procedures for tendering shares may contact Nikko Cordial Securities Inc.
 
Nikko Contact Center, which is operated by Nikko Cordial Securities Inc., provides individual shareholders with a service whereby responses are provided to shareholders with queries regarding the procedures for tendering shares in the Tender Offer.
 
► Nikko Contact Center for use by individual shareholders only
Toll Free Dial:    0120-250-959
Period:              Tender Offer Period (expected to be from July 21, 2009 to August 31, 2009)
from 9 a.m. to 5 p.m. (except on Saturdays, Sundays and national holidays in Japan)
(Note)   To request application forms for the Tender Offer, shareholders should contact the call center in person.
(Note)   Please also refer to the website of Nikko Cordial Securities Inc. and conduct a keyword search using “koukai kaitsuke” (the Tender Offer).
 
 
 
 
 
 
 
 
 
 

Inquiry Recipient

Mitsubishi Corporation
Telephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
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