Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
  1. Homepage
  2. Equities
  3. Japan
  4. Japan Exchange
  5. Mitsui & Co., Ltd.
  6. News
  7. Summary
    8031   JP3893600001

MITSUI & CO., LTD.

(8031)
  Report
SummaryChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

Notice Regarding Commencement of Tender Offer for Shares of Honshu Chemical Industry Co., Ltd. (Securities Code: 4115)

05/14/2021 | 11:38am EDT

[Translation] May 14, 2021

To whom it may concern:

Company Name:

Mitsui Chemicals, Inc.

Name of Representative:

Osamu Hashimoto

President & CEO

(Securities code: 4183)

Contact:

Junichi Inoue

General Manager of Corporate

Communications Division

Phone:

+81-3-6253-2100

Company Name:

Mitsui & Co., Ltd.

Name of Representative:

Kenichi Hori

President and Chief Executive Officer

(Securities code: 8031)

Contact:

Masaya Inamuro

General Manager of Investor Relations

Division

Phone:

+81-3-3285-7657

Notice Regarding Commencement of Tender Offer for Shares of Honshu Chemical

Industry Co., Ltd. (Securities Code: 4115)

Mitsui Chemicals, Inc. ("Mitsui Chemicals") and Mitsui & Co., Ltd. ("Mitsui & Co.," and together with Mitsui Chemicals, the "Offerors") have decided, as published in the "Notice Regarding Scheduled Commencement of Tender Offer for Shares of Honshu Chemical Industry Co., Ltd. (Securities Code: 4115)" dated November 11, 2020 (the "Offerors' November 11, 2020 Press Release"), that they will jointly acquire shares of the common stock (the "Target's Shares") of Honshu Chemical Industry Co., Ltd. (the "Target") through a tender offer (meaning the tender offer pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") and related laws and regulations; the "Tender Offer"), upon the satisfaction (or waiver by the Offerors) of certain conditions, including the completion of the procedures and actions required by antitrust laws of Japan, the EU, China, Taiwan and Turkey because such procedures and actions are expected to take a certain period of time (For details, see "(II) Joint Tender Offer Agreement" under "(6) Matters concerning material agreements regarding the Tender Offer" under "1. Purposes of the Purchase" below. Such preconditions are hereinafter referred to as the "Conditions").

The Offerors, having confirmed that all of the Conditions have been satisfied, announce that the Tender

1

As of March 31, 2020, Mitsui Chemicals did not hold any shares in Mitsui & Co., but was entitled to instruct the exercise of the voting rights pertaining to 3,592,000 shares of the common stock of Mitsui & Co. held in the name of Mitsui Chemicals, Inc. Retirement Benefit Trust Account (shareholding ratio (rounded to the second decimal place) to the total number of issued shares (excluding the treasury shares owned by Mitsui & Co.): 0.21%). As of March 31, 2020, Mitsui & Co. held 3,474,078 shares of the common stock of Mitsui Chemicals (shareholding ratio (rounded to the second decimal place) to the total number of issued shares (excluding the treasury shares owned by Mitsui Chemicals): 1.82%), and was entitled to instruct the exercise of the voting rights pertaining to 3,474,000 shares of the common stock of Mitsui Chemicals held in the name of Mitsui & Co., Ltd. Retirement Benefit Trust Account (shareholding ratio (rounded to the second decimal place) to the total number of issued shares (excluding the treasury shares owned by Mitsui Chemicals): 1.82%).
"Shareholding Ratio" refers to the ratio (rounded to the second decimal place) to the number of Target's Shares (11,476,788 shares) obtained by deducting the number of treasury shares owned by the Target as of March 31, 2021 (23,212 shares) from the total number of issued shares as of March 31, 2021 (11,500,000 shares), both as stated in the "Consolidated Financial Results for the Fiscal Year Ended March 31, 2021 (Japanese GAAP)" published by the Target on May 14, 2021 (the "Target's Annual Earnings Briefing").

Offer will commence from May 17, 2021 as follows.

1. Purposes of the Purchase

(1) Outline of the Tender Offer

As of the date of this Press Release, each of the Offerors (Note 1) holds 3,098,000 shares (Shareholding Ratio (Note 2): 26.99%) of the Target's Shares, which are listed on the Second Section of Tokyo Stock Exchange, Inc. (the "TSE"), making the Target an equity method affiliate of each Offeror.

(Note 1)

(Note 2)

As announced in the Offerors' November 11, 2020 Press Release, the Offerors entered into a joint tender offer agreement (the "Joint Tender Offer Agreement") on the same date of the press release, and each of the Offerors resolved to jointly implement the Tender Offer for all of the Target's Shares (excluding the Target's Shares owned by the Offerors and the treasury shares owned by the Target; hereinafter the same) as part of the series of transactions (the "Transaction") to make the Offerors

2

the sole shareholders of the Target, with Mitsui Chemicals' and Mitsui & Co.'s voting right percentages in the Target after the privatization being 51% and 49%, respectively, subject to the satisfaction (or waiver by the Offerors) of the Conditions as follows:

  1. The special committee established by the Target issued a written report in favor of the Target
    (x) supporting the Tender Offer and (y) recommending the shareholders of the Target to tender in the Tender Offer and (z) implementing the Share Consolidation (as defined in (III) Establishment of independent special committee at the Target and procurement of written report from the said committee" under "(3) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below; hereinafter the same), and this report has not been withdrawn;
  2. The Target's board of directors, excluding directors who have or may have interests with the Offerors, reached an unanimous resolution to support the Tender Offer and to recommend the Target's shareholders to tender in the Tender Offer, and this resolution was publicly announced and no resolution has been made to withdraw this opinion or that conflicts with this opinion;
  3. It has been confirmed that there have been no material facts concerning the Target's business (those facts stipulated in Article 166, Paragraph 2 of the Act) that have not been publicly disclosed (as defined in Article 166, Paragraph 4 of the Act) by the Target;
  4. The Offerors have agreed between themselves on the contents of the disclosure documents to be filed or announced jointly by the Offerors by the date of public notice concerning commencement of the Tender Offer;
  5. Necessary procedures were performed, necessary arrangements were made, and waiting periods (if any) have lapsed (including to receive notice that no cease and desist order will be issued) pursuant to the antitrust laws of Japan, the EU, China, Taiwan, and Turkey with respect to the Transaction, and it is reasonably projected that no measures or procedures will be assumed that would prevent the implementation of the Transaction by the antitrust authorities and other judicial or administrative agencies concerning antitrust laws of those countries or regions;
  6. There are no filings, litigation or procedures pending at judicial or administrative agencies that seek to restrict or prohibit any of the Transaction, and there is no judgment or a concrete possibility for a judgment to be made, by any judicial or administrative agency that restricts or prohibits any of the Transaction;
  7. Each company in the Target Group (as defined in "(I) Background and purposes of the Tender Offer and decision-making process leading to the consummation of the Tender Offer" under "(2) Background and purposes of the Tender Offer and decision-making process leading to the consummation of the Tender Offer and management policy after the Tender Offer" below) has received written confirmations from the counterparties to the agreements executed by each

3

company in the Target Group that are materially important for business stating that those counterparties will not exercise their rights upon execution and performance of the Joint Tender Offer Agreement, and these confirmations have not been rescinded;

  1. The Shareholders Agreement (as defined in "(II) Management policy after the Tender Offer" under "(2) Background and purposes of the Tender Offer and decision-making process leading to the consummation of the Tender Offer and management policy after the Tender Offer" below) is executed between the Offerors and has been effective;
  2. The representations and warranties made by the Offerors (for the specific details thereof, see "(II) Joint Tender Offer Agreement" under "(6) Matters concerning material agreements regarding the Tender Offer" below) under the Joint Tender Offer Agreement are true and accurate in all material respects;
  3. All obligations that must be performed, or complied with, by the Offerors by 15:00 on the business day immediately preceding the date of public notice of commencement of the Tender Offer pursuant to the Joint Tender Offer Agreement have been performed and complied with in all material respects; and
  4. There has been no material change in the business or property of the Target or any of its subsidiaries, and there has been no other circumstance that would materially impede the achievement of the purpose of the tender offer as provided in the proviso to Article 27-11, Paragraph 1 of the Act.

On May 5, 2021 (local time), the European Commission issued a document stating its decision to approve the acquisition of the Target's Shares through the Tender Offer (the "Acquisition"), and the Offerors received this document on May 5, 2021. The Offerors, having confirmed that all of the Conditions had been satisfied by confirming that the Acquisition was approved on the same date, decided on May 14, 2021 to commence the Tender Offer from May 17, 2021.

The Offerors have set the minimum number of tendered shares to be purchased in the Tender Offer at 1,455,200 shares (Shareholding Ratio: 12.68%), and if the total number of shares, etc. tendered in the Tender Offer (the "Tendered Shares") is less than the minimum number of tendered shares to be purchased in the Tender Offer, the Offerors will purchase none of the Tendered Shares. Meanwhile, with the intention of privatizing the Target's Shares, the Offerors have not set the maximum number of tendered shares to be purchased in the Tender Offer. If the total number of the Tendered Shares is no less than the minimum number of tendered shares to be purchased in the Tender Offer, the Offerors will purchase all of the Tendered Shares. The minimum number of tendered shares to be purchased in the Tender Offer (1,455,200 shares) has been set so that the sum of the voting rights in the Target held by the Offerors upon the successful completion of the Tender

4

Offer should be no less than two thirds (2/3) (fractional number, if any, shall be rounded up) of the total number of voting rights in the Target (114,767), which is the number of voting rights pertaining to the number of shares (11,476,788 shares) obtained by deducting the number of treasury shares owned by the Target as of March 31, 2021 (23,212 shares) from the total number of issued shares of the Target as of March 31, 2021 (11,500,000 shares), both as stated in the Target's Annual Earnings Briefing).

While the purpose of the Tender Offer is for the Offerors to be the sole shareholders of the Target, such minimum number of tendered shares to be purchased in the Tender Offer was set so that the Offerors will hold no less than two thirds (2/3) of the number of voting rights of all shareholders of the Target after the Tender Offer in order to ensure the adoption of a special resolution of the shareholders meeting of each company as provided in Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005 as amended; hereinafter the same), which is a requirement for the implementation of the Share Consolidation under "(4) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")" below.

With respect to the method to purchase the Tendered Shares by Mitsui Chemicals and Mitsui & Co.,

  1. if the total number of Tendered Shares is 2,487,859 or more shares, Mitsui Chemicals will purchase the Tendered Shares up to 2,640,394 shares, and Mitsui & Co. will purchase the remainder of the Tendered Shares up to the total number of the Tendered Shares, and (ii) if the total number of Tendered Shares is less than 2,487,859 shares, each of the Offerors will purchase one half of the total number of the Tendered Shares (fractional number, if any, shall be rounded up with respect to the shares to be purchased by Mitsui Chemicals, and shall be rounded down with respect to the shares to be purchased by Mitsui & Co.).

As already mentioned, the Offerors intend to eventually set Mitsui Chemicals' and Mitsui & Co.'s respective voting right percentages in the Target at 51% and 49% through the Transaction and jointly seek to enhance the Target's corporate value. Mitsui Chemicals is considering aggressively investing business resources in the Target for research and development and production technologies by making it a consolidated subsidiary of Mitsui Chemicals. Mitsui & Co. believes that the privatization of the Target's Shares will enable it to invest business resources in the Target more aggressively, although the Target will remain an equity method affiliate of Mitsui & Co.

If the Offerors fail to acquire all of the Target's Shares in the Tender Offer despite the successful completion of the Tender Offer, the Offerors will implement the series of procedures to make themselves the sole shareholders of the Target, as stated in "(4) Policies on the organizational

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Mitsui & Co. Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:36:08 UTC.


© Publicnow 2021
All news about MITSUI & CO., LTD.
06/11NOTICE REGARDING RESULTS OF TENDER O : 4115)
PU
06/08VALE S A  : to pay $2.5 bln to settle liabilities in Mozambique mine corridor
RE
06/07MITSUI  : has been selected as "Noteworthy DX Companies 2021"
PU
06/07MITSUI  : Disclosure of large shareholdings
AQ
06/02MITSUI  : to Acquire Interest in the Western Ridge Iron Ore Deposits in Australi..
PU
05/31MITSUI  : Notification of Progress on Stock Repurchase
PU
05/25MITSUI  : Reaches Agreement with SuMPO on the Development of Platform to Contrib..
PU
05/14NOTICE REGARDING COMMENCEMENT OF TEN : 4115)
PU
05/13Bearing Lithium Corp. - Minera Salar Blanco, Agrees Strategic Alliance with M..
AQ
05/13MITSUI  : Allotment of Stock-based Compensation Stock Options with Stock Price C..
PU
More news
Financials
Sales 2021 6 447 B 58 773 M 58 773 M
Net income 2021 292 B 2 660 M 2 660 M
Net Debt 2021 3 803 B 34 671 M 34 671 M
P/E ratio 2021 14,7x
Yield 2021 3,22%
Capitalization 4 167 B 37 957 M 37 985 M
EV / Sales 2021 1,24x
EV / Sales 2022 0,92x
Nbr of Employees 45 624
Free-Float 94,4%
Chart MITSUI & CO., LTD.
Duration : Period :
Mitsui & Co., Ltd. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends MITSUI & CO., LTD.
Short TermMid-TermLong Term
TrendsBullishBullishBullish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 12
Average target price 2 714,17 JPY
Last Close Price 2 547,00 JPY
Spread / Highest target 29,6%
Spread / Average Target 6,56%
Spread / Lowest Target -21,5%
EPS Revisions
Managers and Directors
NameTitle
Kenichi Hori President, CEO & Representative Director
Takakazu Uchida CFO, Representative Director & Executive VP
Tatsuo Yasunaga Chairman
Masato Sugahara COO-Healthcare & Service Business
Yoshiaki Takemasu Chief Compliance & Human Resources Officer
Sector and Competitors
1st jan.Capitalization (M$)
MITSUI & CO., LTD.34.80%37 957
ITOCHU CORPORATION13.46%45 500
MITSUBISHI CORPORATION20.43%41 146
ADANI ENTERPRISES LIMITED234.33%24 051
SAMSUNG C&T CORPORATION1.81%20 734
SUMITOMO CORPORATION11.79%17 378