Mitsubishi Corporation

Press Room

October 20, 2011
Mitsubishi Corporation

Notification Regarding Results of Tender Offer for Shares of Chuo Kagaku Co.,Ltd. and Change in Subsidiary

 
Mitsubishi Corporation (hereinafter the “Company” or the “Tender Offeror”) resolved at its Board of Directors’ meeting held on August 19, 2011 that it would acquire the common stock of Chuo Kagaku Co., Ltd. (hereinafter the “Target Company”) through a tender offer (hereinafter the “Tender Offer”), and commenced the Tender Offer from September 5, 2011. The Tender Offeror hereby announces that the Tender Offer was completed on October 19, 2011, as set forth below.
The Company also announces that the Target Company is to become a consolidated subsidiary of the Company as of October 26, 2011 as a result of the Tender Offer.
 
 
Ⅰ.Results of the Tender Offer
1.Outline of the Purchase, etc.
(1)       Name and Address of the Tender Offeror
Name  Mitsubishi Corporation
Address 3-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
 
(2)       Name of the Target Company
Chuo Kagaku Co., Ltd.
 
(3)       Type of Shares, etc. to Be Purchased in the Tender Offer
Common Stock
 
(4)       Number of Shares, etc. to Be Purchased
Number of Shares, etc. to Be Purchased
Minimum Number of Shares, etc.
 to Be Purchased
Maximum Number of Shares, etc.
 to Be Purchased
8,778,000 shares
8,778,000 shares
― shares
(Note1)If the total number of tendered shares, etc. is less than the minimum number of shares, etc. to be purchased (of 8,778,000 shares), the Company will not purchase all the tendered shares, etc. However, if the total number of tendered shares, etc. is equal to or exceeds the minimum number of shares, etc. to be purchased, the Company will purchase all the tendered shares, etc.
(Note2)The Company will not purchase any treasury shares held by the Target Company through the Tender Offer.
(Note3)The maximum number of shares, etc. of the Target Company that the Tender Offeror will purchase through the Tender Offer shall be 18,260,298 shares. This number was obtained by subtracting the number of treasury shares (of 890,902 shares) owned by the Target Company as of June 30, 2011, as stated in the Quarterly Report for the 2nd Quarter of the 52nd Period filed by the Target Company on August 12, 2011, and the number of Target Company shares (of 1,888,800 shares) held by the Company as of September 5, 2011 from the total number of issued shares of the Target Company (of 21,040,000) as of June 30, 2011 in the same report.
(Note4)Shares constituting less than one unit are also subject to the Tender Offer. If shareholders exercise their right to request purchase of shares constituting less than one unit in accordance with the Companies Act of Japan, the Target Company may purchase its own shares during the Tender Offer Period in accordance with the procedures prescribed by law.
 
(5)       Period for the Purchase, etc.
From Monday, September 5, 2011 to Wednesday, October 19, 2011(For 30 business days)
 
(6)       Purchase Price of the Purchase, etc.
Common Stock              386 yen per share
 
2.Result of the Purchase, etc.
(1)       Completion of the Tender Offer
The Tender Offer was subject to the condition that if the total number of tendered shares, etc. was less than the minimum number of shares, etc. to be purchased (of 8,778,000 shares), the Company would not purchase any of the  tendered shares, etc. However, since the total number of tendered shares, etc. (of 9,318,900 shares) is equal to or more than the minimum number of shares, etc. to be purchased (of 8,778,000 shares), the Tender Offeror will purchase all of the tendered shares, etc. as set forth in the public notice for commencing the Tender Offer and the Tender Offer Registration Statement.
 
(2)       Date of the Public Notice of the Results of the Tender Offer and the Name of the Newspaper for the Public Notice
The Tender Offeror made a public announcement to the media at the Tokyo Stock Exchange, Inc on October 20, 2011, in the manner set forth 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) (hereinafter the “Cabinet Office Ordinance”), pursuant to Article 27-13, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (hereinafter the “Act”).
 
(3)       Number of Shares, etc. Purchased
Types of Shares, etc.
① Number of Tendered Shares
② Number of Shares to Be Purchased
Shares
9,318,900 shares
9,318,900 shares
Certificates for Stock Acquisition Rights
―shares
―shares
Certificates for Bonds with Stock Acquisition Rights
―shares
―shares
Beneficiary Certificates for Shares, etc. in Trust
      
―shares
―shares
Depositary Receipts for Shares, etc.
      
―shares
―shares
Total
9,318,900 shares
9,318,900 shares
(Total Number of Residual Shares, etc.)
(―shares)
 
(4)       Shares, etc. Ownership Ratio after the Tender Offer
Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror before the Tender Offer
18,888
(Shares, etc. Ownership Ratio before the Tender Offer
9.37%)
Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer
10,288
(Shares, etc. Ownership Ratio before the Tender Offer
5.11%)
Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror  after the Tender Offer
112,077
(Shares, etc. Ownership Ratio after the Tender Offer
55.62%)
Number of Voting Rights Represented by Shares, etc. Owned by Parties having Special Relationship with the Tender Offeror after the Tender Offer
10,288
(Shares, etc. Ownership Ratio after the Tender Offer
5.11%)
Total Number of Voting Rights of All Shareholders, etc. of the Target Company
201,481
 
(Note1)“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 the aggregate number of voting rights represented by shares, etc. held by each party having a special relationship with the Company. (However, this excludes the holders who are excluded from parties having a special relationship with the Tender Offeror in accordance with Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance in the calculation of the shares, etc. ownership ratio in each item of Article 27-2, Paragraph 1 of the Act.)
(Note 2)“Total Number of Voting Rights of All Shareholders, etc. of the Target Company” is the total number of voting rights of all the shareholders as of June 30, 2011, as stated in the Target Company's Quarterly Report for the 2nd Quarter of the 52nd Period filed on August 12, 2011. However, since shares constituting less than one unit were subject to the Tender Offer, the calculation of “Shares, etc. Ownership Ratio after the Tender Offer” uses as the denominator 201,490, which is the number of voting rights concerning the number of shares (of 20,149,098 shares), calculated as the total number of issued shares of the Target Company (of 21,040,000 shares) as of June 30, 2011, as stated in the Quarterly Report above, less the number of treasury shares (of 890,902 shares) owned by the Target Company as of June 30, 2011, as stated in the same report. (One voting unit of shares of the Target Company is 100 shares.)
(Note 3)The “Shares, etc. Ownership Ratio before the Tender Offer” and the “Shares, etc. Ownership Ratio after the Tender Offer” are rounded to two decimal points.
 
(5)       Calculation if the Purchase, etc. through the Tender Offer is Conducted by the Pro Rata Method
Not applicable
 
(6)       Method of Settlement
① Name and Location of Head Office of Financial Instruments Business Operator, Bank, etc. to Settle the Purchase, etc.
 
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo
 
② Commencement Date of Settlement
 
October 26, 2011 (Wednesday)
 
③ Settlement Procedure
 
Promptly after the end of the Tender Offer Period, a notice of purchase, etc. through the Tender Offer will be mailed to the address or location of Tendering Shareholders, etc. (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 will, in accordance with the instructions of the Tendering Shareholders, etc. (or the standing proxy in the case of non-resident shareholders), remit to the account designated by the Tendering Shareholders, etc. (or the standing proxy in the case of non-resident shareholders) the purchase price for purchased shares, etc. promptly after the commencement date of settlement.
 
3.Policy, etc. After the Tender Offer and Future Outlook
Same as stated in the press release entitled “Mitsubishi Corporation to Commence Tender Offer for Shares of Chuo Kagaku Co., Ltd.” dated August 19, 2011.
 
4.Place Where Copies of the Tender Offer Report Are Made Available for Public Inspection
Mitsubishi Corporation Head Office                                    3-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
Osaka Securities Exchange Co., Ltd.                     8-16, Kitahama 1-chome, Chuo-ku, Osaka
 
 
Ⅱ.Change in Subsidiary
1.Reason for the Change
As a result of the Tender Offer, the Target Company is to become a consolidated subsidiary of the Company as of October 26, 2011.
 
2.Outline of the New Subsidiary (Chuo Kagaku Co., Ltd.)
Company Name
Chuo Kagaku Co., Ltd.
Head Office
5-1, Miyaji 3-chome, Konosu-shi, Saitama Prefecture
Name and Title of Representative
Susumu Ukawa, President and Executive Officer
Main Business
Manufacture and sale of plastic food containers and related products
Capital
6,212 million yen (as of June 30, 2011)
Date Established
January 30, 1961
Major Shareholders and Share Ownership Ratio
(as of June 30, 2011)
Akihito Watanabe
Watanabe Kosan Co., Ltd.
Mitsubishi Corporation
Mitsubishi Shoji Packaging Corporation
Eastern Japan CT Association
Western Japan CT Association
Mitsubishi Plastics, Inc.
JSP Corporation
Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd
23.32%
18.91%
8.97%
4.75%
4.11%
3.14%
3.14%
2.97%
2.53%
2.45%
Relationship of Listed Company and Target Company
 
 
 
Capital Relationship
The Company owns Target Company shares representing the equivalent of 8.97% of the total number of issued shares of the Target Company. Furthermore, Mitsubishi Shoji Packaging Corporation, a consolidated subsidiary of the Company, owns Target Company shares representing the equivalent of 4.75% of the total number of issued shares of the Target Company.
 
 
Personnel Relationship
Three Company employees are on secondment at the Target Company. One of these employees serves as an executive officer of the Target Company.
 
Business Relationship
The Company sells raw materials and other products to the Target Company.
 
Related Party Status
The Company is not deemed to be a related party of the Target Company. Furthermore, associates and affiliated companies of the Company are not deemed to be related parties of the Target Company.
The Target Campany’s consolidated business performance and consolidated financial condition for the three most recent fiscal years
Fiscal year ended
December 2008
December 2009
December 2010
Net assets
11,450,261 thousand yen
10,470,464 thousand yen
13,212,912 thousand yen
Total assets
59,528,606 thousand yen
52,958,785 thousand yen
50,315,465 thousand yen
Net assets per share
617.88 yen
519.65 yen
655.76 yen
Sales
84,931,354 thousand yen
75,576,619 thousand yen
64,699,803 thousand yen
Operating profit
(2,259,296 thousand yen)
4,096,629 thousand yen
3,129,472 thousand yen
Ordinary income
(3,652,763 thousand yen)
3,016,826 thousand yen
2,391,791 thousand yen
Net income
(6,965,290 thousand yen)
(2,861,228 thousand yen)
1,961,078 thousand yen
Net income per share
(407.07 yen)
(156.99 yen)
97.33 yen
Annual dividend per share
(Interim dividend per share)
10.00 yen
(10.00 yen)

(―)
(―)
(Note1)In addition to the list above, in the  “⑦ Major Shareholders and Share Ownership Ratio,” there are 890 thousand shares of treasury shares owned by the Target Company, constituting a shareholding of 4.23%.
(Note2)The above table, including Note 1, was prepared based on the Target Company’s Annual Securities Report for the 50th Period filed on March 30, 2010 and the 51st Period filed on March 29, 2011, and its Quarterly Report for the 2nd Quarter of the 52nd Period filed on August 12, 2011.
3.Number of Shares Purchased, Acquisition Price and Status of Shares Owned Before and After the Purchase
(1)
Number of Shares Owned Before the Change
1,888,800 shares
(Number of Voting Rights: 18,888)
(Share Ownership Ratio: 8.98%)
(2)
Number of Shares Purchased
9,318,900 shares
(Number of Voting Rights: 93,189)
(Ratio to Total Issued Shares: 44.29%)
(Acquisition Price: 3,597,095,400 yen)
(3)
Number of Shares Owned After the Change
11,207,700 shares
(Number of Voting Rights: 112,077)
(Share Ownership Ratio: 53.27%)
(Note1)The calculations of “Share Ownership Ratio” and “Ratio to Total Issued Shares” uses as the denominator 21,040,000 shares, which is the total number of issued shares of the Target Company as of June 30, 2011, as stated in the Target Company’s Quarterly Report for the 2nd Quarter of the 52nd Period filed on August 12, 2011.
(Note2)“Share Ownership Ratio” and “Ratio to Total Issued Shares” are rounded to two decimal points.
 
4.Date of Change (Scheduled)
October 26, 2011 (Wednesday)  Commencement date of settlement of the Tender Offer
 
5.Future Outlook
The Company is currently looking at the impact of this change in subsidiary on its operating results forecasts, and will promptly make a further announcement if it is necessary to revise its forecasts or make any other disclosure.
 

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