Announcement of Results of Tender Offer for Shares, Etc. of Publicly Listed Subsidiary Nosan Corporation

Mitsubishi Corporation (hereinafter “the Company” or the “Tender Offeror”) has announced that, the Company commenced a tender offer (hereinafter the “Tender Offer”) for common shares and stock acquisition rights of Nosan Corporation (First sections, Tokyo Stock Exchange and Osaka Securities Exchange; stock code, 2051; the “Target Company”) on July 21, 2009 and the Tender Offer was completed on August 31, 2009. Results of the Tender Offer are as follows.

 

Mitsubishi Corporation

3-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo

 

Nosan Corporation

 

(i)      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”)

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”)

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”)

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”)

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”).

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”).

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, the Stock Acquisition Rights- Ninth Series and the Stock Acquisition Rights- Tenth Series are collectively referred to the “Stock Acquisition Rights.”

 

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 adopt any of the conditions listed under Paragraph 4 of Article 27-13 of the Financial Instruments and Exchange Act of Japan (Act No. 25, 1948, including subsequent amendments; 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 might have been 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 held by the Company as of July 17, 2009 (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 might have been 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 shall 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.

 

From Tuesday, July 21, 2009 to Monday, August 31, 2009 (30 business days)

 

(i)      Common Stock              \330 per share

(ii)     Stock Acquisition Rights

(a)      Stock Acquisition Rights- Fourth Series            1 yen per one stock acquisition right

(b)      Stock Acquisition Rights- Fifth Series 1 yen per one stock acquisition right

(c)      Stock Acquisition Rights- Sixth Series              1 yen per one stock acquisition right

(d)      Stock Acquisition Rights- Seventh Series          1 yen per one stock acquisition right

(e)      Stock Acquisition Rights- Eighth Series            1 yen per one stock acquisition right

(f)       Stock Acquisition Rights- Ninth Series             1 yen per one stock acquisition right

(g)      Stock Acquisition Rights- Tenth Series             1 yen per one stock acquisition right

 

The Tender Offeror does not adopt any of the conditions listed under Paragraph 4 of Article 27-13 of the Act, and all of the tendered shares will be purchased.

 

The results of the Tender Offer were announced at the Tokyo Stock Exchange, Inc. to the press on September 1, 2009 in accordance with the method provided for in Article 9-4 of the Enforcement Order of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 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) pursuant to Article 27-13, Paragraph 1 of the Act.

 

Category of Shares, etc.	Number of Tendered Shares	Number of Shares to be Purchased
Shares	44,570,474 shares	44,570,474 shares
Certificate of Stock Acquisition Rights	― shares	― shares
Certificate of Bonds with Stock Acquisition Rights	― shares	― shares
Beneficiary Certificates for Shares and Other Securities Trust	― shares	― shares
Depositary Receipts for Shares and Other Securities	― shares	― shares
Total	44,570,474 shares	44,570,474 shares
(Total Number of Certificates Convertible or Exchangeable into Share, etc.)	― shares	(― shares)

 

Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror before the Tender Offer	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 before the Tender Offer	1,417	(Share Ownership of Shares, etc. before after the Tender Offer: 1.15%)
Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror after the Tender Offer	112,777	(Share Ownership of Shares, etc. after the Tender Offer: 91.88%)
Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror after the Tender Offer	498	(Share Ownership of Shares, etc. after the Tender Offer: 0.41%)
Total Number of Voting Rights of All Shareholders of the Target Company	121,386

(Note 1)     “Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer” and “Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror after the Tender Offer” are composed of the total number of voting rights represented by the share certificates, etc. held by each Party having Special Relationship with the Company (excluding treasury stock owned by the Target Company).

(Note 2)     “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, were 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 upon exercise of the Stock Acquisition Rights on and after April 1, 2009 and until the last day the Tender Offer Period) 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 3)     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.

 

Not applicable.

 

14,708 million yen

 

(i)      Name and Location of Head Office of Financial Instruments Trader, Bank, etc. to Settle the Tender Offer

         Nikko Citigroup Limited (Tender Offer Agent)          1-5-1 Marunouchi, Chiyoda-Ku, Tokyo

         Nikko Cordial Securities Inc. (Sub-Agent) 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 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.

 

 

Same as stated in the news release “Mitsubishi Corporation to Commence Tender Offer for Shares, Etc. of Publicly Listed Subsidiary Nosan Corporation” which the Company has announced on July 17, 2009.

 

Head Office of Mitsubishi Corporation

(3-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo)

Tokyo Stock Exchange, Inc.

(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

Osaka Securities Exchange Co., Ltd.

(8-16, Kitahama 1-chome, Chuo-ku, Osaka)