NTT DATA Corporation completed the acquisition of 48.52% stake in Netyear Group Corporation from group of sellers for ¥2.9 billion.
March 05, 2019
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NTT DATA Corporation (TSE:9613) made a tender offer to acquire 60% stake in Netyear Group Corporation (TSE:3622) from group of sellers for ¥3.6 billion on February 5, 2019. Under the terms, NTT DATA Corporation will acquire 4.2 million ordinary shares at ¥850 per share in cash which will commence to settle from March 13, 2019. As of February 19, 2019, maximum number of shares to be purchased under the offer is increased to 4.6 million representing 66% stake at ¥850 per share in cash. Konica Minolta, Inc. is selling 2.13 million shares of Netyear Group Corporation. NTT DATA Corporation intends to continue to maintain the public listing of the Netyear Group shares on Tokyo Stock Exchange MOTHERS Index in order to maintain and respect the brand and management autonomy of the Netyear Group after the completion of the tender offer. The transaction is subject to minimum tender. 2.1 million shares has been set as the expected minimum number of shares to be purchased. If more than 4.2 million shares are tendered, NTT DATA Corporation will conduct transfers and other settlements pertaining to tenders for shares according to the pro rata method. Post-acquisition, Netyear Group will become a consolidated subsidiary of NTT DATA.
Regarding the composition of the Board of Directors of the Netyear Group after the completion of the tender offer, Tadashi Kuribayashi, who is a director of the Netyear Group is expected to resign as director on the commencement date of the settlement of the tender offer as Tadashi Kuribayashi is a director who was appointed by the Konica Minolta. NTT DATA has the right to nominate director candidates constituting a majority of the board of directors of the Netyear Group during the effective period of the Capital and Business Alliance Agreement and submit a proposal to elect these candidates as directors at the Ordinary General Shareholders' Meeting of the Netyear Group scheduled to be held in June 2019.
The transaction has been approved by the Board of Directors of Netyear Group Corporation which including of all directors (including corporate auditors) except for Tadashi Kuribayashi and were unanimous among all directors present (including corporate auditors). The transaction has been resolved by the Board of Directors of NTT DATA Corporation at the meeting held on February 5, 2019. Tender offer will start from February 6, 2019 and will close on March 6, 2019 (20 business days). The tender offer will not have a material impact on NTT's consolidated results of operations. Daiwa Securities Co. Ltd acted as financial advisor, third party valuation agent and tender offer agent for NTT DATA Corporation. Shibata, Suzuki & Nakada acted as legal advisor for Netyear Group Corporation.
NTT DATA Corporation (TSE:9613) completed the acquisition of 48.52% stake in Netyear Group Corporation (TSE:3622) from group of sellers for ¥2.9 billion on March 6, 2019. NTT DATA Corporation acquired 3.4 million shares of Netyear Group Corporation.
Netyear Group Corporation is a Japan-based company engaged in the provision of strategic Internet professional services (SIPSs). The Company provides a variety of services through Internet to its customers. The digital marketing strategy formulation service supports the marketing strategy, the growth scenario, the form of organization, the medium-term growth goal with the digital technology. The user experience design service provides the experiences received by the user using the system. The Company also provides customer evaluation method, the formulation of the business evaluation index, the key performance indicator (KPI) formulation service, the design and development of site, system, and social media contents, as well as the operation of contents, data analysis, access analysis, and provision of application service provider (ASP) services.
NETYEAR GROUP CORPORATION 
