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    8031   JP3893600001

MITSUI & CO., LTD.

(8031)
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Notice Regarding Results of Tender Offer for Shares of Honshu Chemical Industry Co., Ltd. (Securities Code: 4115)

06/11/2021 | 10:03pm EDT

[Translation] June 12, 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 Results 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") commenced a tender offer (the "Tender Offer") for the common stock

(the "Target's Shares") of Honshu Chemical Industry Co., Ltd. (the "Target") from May 17, 2021. The

Tender Offer was completed on June 11, 2021 and the Offerors hereby report on the results as follows.

1. Summary of tender offer

  1. Name and location of the Offerors

Name:

Mitsui Chemicals, Inc.

Location: 5-2,Higashi-Shimbashi1-Chome,Minato-ku, Tokyo

Name:

Mitsui & Co., Ltd.

Location: 2-1, Otemachi 1-Chome,Chiyoda-ku, Tokyo

1

  1. Name of the Target

Honshu Chemical Industry Co., Ltd.

  1. Type of shares to be purchased Common stock
  2. Number of shares to be purchased

Number of tendered

Minimum number of

Maximum number of

Type of shares

tendered shares to be

tendered shares to be

shares to be purchased

purchased

purchased

Common stock

5,280,788 shares

1,455,200 shares

-

Total

5,280,788 shares

1,455,200 shares

-

(Note 1) 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 (1,455,200 shares), the Offerors will purchase none of the Tendered Shares. 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.

(Note 2) The number of tendered shares to be purchased is the maximum number of the Target's Shares (5,280,788 shares) that the Offerors will acquire by the Tender Offer. This maximum number is obtained by deducting the number of treasury shares owned by the Target as of March 31, 2021 (23,212 shares), the number of shares owned by Mitsui Chemicals on the same date (3,098,000 shares), and the number of shares owned by Mitsui & Co. as of the same date (3,098,000 shares) from the total number of issued shares of the Target as of the same date (11,500,000 shares) 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").

(Note 3) Shares less than one unit are also subject to the Tender Offer. If a shareholder exercises the right to claim for purchase of shares less than one unit pursuant to the Companies Act (Act No. 86 of 2005, as amended), the Target may purchase its shares during the purchase period for the Tender Offer (the "Tender Offer Period") in accordance with the statutory procedures.

(Note 4) The treasury shares owned by the Target are not scheduled to be acquired through the Tender Offer.

(Note 5) With respect to Mitsui Chemicals and Mitsui & Co.'s method to purchase the Tendered

2

Shares, (a) if the total number of the Tendered Shares is 2,487,859 or more, 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 (b) if the total number of the Tendered Shares is less than 2,487,859, each of the Offerors will purchase one half of the total number of the Tendered Shares (fractional numbers, 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

  1. & Co.).

  2. Tender Offer Period
    1. Tender offer period as of the submission date of the tender offer registration statement From May 17, 2021 (Monday) through June 11, 2021 (Friday) (20 business days)
    1. Possibility of extending the above period upon request from the Target
      If the Target had submitted a statement of opinion requesting an extension of the Tender Offer Period pursuant to Article 27-10, Paragraph 3 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"), the Tender Offer Period would have been extended to June 25, 2021 (Friday) (30 business days). However, that did not happen.
  1. Price of tender offer

1,830 yen per share of the common stock

2. Results of tender offer

  1. Whether the Tender Offer has been successful
    In the Tender Offer, a condition was set that if the total number of the Tendered Shares is less than the minimum number of tendered shares to be purchased in the Tender Offer (1,455,200 shares), the Offerors will purchase none of the Tendered Shares. However, because the total number of the Tendered Shares (3,519,137 shares) resulted in no less than the minimum number of tendered shares to be purchased in the Tender Offer (1,455,200 shares), the Offerors will therefore purchase all of the Tendered Shares as stated in the public notice on the commencement of the tender offer and the tender offer registration statement.

3

  1. Date of public notice concerning results of the Tender Offer, and name of daily newspaper on which the public notice is posted
    Pursuant to Article 27-13, Paragraph 1 of the Act, on June 12, 2021, the Offerors announced to the press the results of the Tender Offer at Tokyo Stock Exchange, Inc., by the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Persons Other Than Issuers (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Cabinet Office Ordinance").
  2. Number of purchased shares

Type of shares

a. Number of tendered shares

b. Number of purchased shares

after conversion

after conversion

Shares

3,519,137

shares

3,519,137

shares

Share options certificates

-

-

Corporate

bond

certificates

-

-

with share options

Beneficiary

certificates of

shares in trust

-

-

(

)

Depository receipts for shares

-

-

(

)

Total

3,519,137

shares

3,519,137

shares

(Total

number

of shares

(-)

(-)

diluted)

(Note) With respect to the method to purchase the Tendered Shares by Mitsui Chemicals and Mitsui

  • Co., (a) if the total number of the Tendered Shares is 2,487,859 or more, 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 (b) if the total number of the Tendered Shares is less than 2,487,859, each of the Offerors will purchase one half of the total number of the Tendered Shares (fractional numbers, 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.). The breakdown of the "Number of purchased shares after conversion" respectively by Mitsui Chemicals and

4

Mitsui & Co. is as follows. Name of the OfferorsMitsui Chemicals Mitsui & Co.

Number of purchased shares after conversion2,640,394shares

878,743shares

  1. Shareholding ratio after the Tender Offer

Number

of

voting

rights

pertaining to the shares held by

61,960

(Shareholding Ratio before the Tender Offer

the Offerors before the Tender

53.99%)

Offer

Number

of

voting

rights

pertaining to the shares held by

118

(Shareholding Ratio before the Tender Offer

special

related

parties

before

0.10%)

the Tender Offer

Number

of

voting

rights

pertaining to the shares held by

97,150

(Shareholding Ratio after the Tender Offer

the Offerors after the Tender

84.65%)

Offer

Number

of

voting

rights

pertaining to the shares held by

0

(Shareholding Ratio after the Tender Offer

special related parties after the

-%)

Tender Offer

Total number of voting rights

of all shareholders of the

114,671

Target

(Note 1) "Number of voting rights pertaining to the shares held by special related parties before the Tender Offer" and "Number of voting rights pertaining to the shares held by special related parties after the Tender Offer" are the total number of voting rights pertaining to shares held by each special related party (excluding the parties that shall be excluded from special related parties pursuant to Article 3, Paragraph 2, Item (ⅰ) of the Cabinet Office Ordinance for the purpose of calculating the shareholding ratio, etc. set out in each item under Article 27-2, Paragraph 1 of the Act, and the Offerors which mutually constitute a special related party of the other).

(Note 2) "Total number of voting rights of all shareholders of the Target" is the number of the voting rights of all shareholders as of September 30, 2020 as stated in the Target's Quarterly

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 12 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 June 2021 02:02:01 UTC.


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