26. September 2022
Company Name: BCJ-52 Co.,Ltd.
Representative: Yuji Sugimoto, Representative Director
Announcement of initiation of public offer for the acquisition of shares of Hitachi Metals, Ltd. (WKN:5486)
1. Details of the Tender Offer
(1) Name of the target company
Hitachi Metals, Ltd.
(2) Class of shares to be purchased
(3) Offer period
From September 27, 2022 (Tuesday) to October 25, 2022 (Tuesday) (20 business days)
(4) Price of Shares to Purchase
2,181 JPY per common share
(5) Number of shares to buy
Number of shares to be acquired: 199,332,669 (shares)
Minimum number of shares to buy: 56,814,701 (shares)
Maximum number of shares to buy: - (shares)
(6) Place of Bid
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.1-9-2, Otemachi, Chiyoda-ku, Tokyo
Please note that the Tender Offer Agent has selected its sub-agent to re-delegate some of its affairs as follows:
au Kabucom Securities Co., Ltd. (Subagent) 1-3-2, Otemachi, Chiyoda-ku, Tokyo
(7) Billing start date
1. November 2022 (From)
2. Summary of the Tender Offer
The Bidder is a 100% subsidiary of G.K. BCJ-51 ("Offer Provider Parent Company") owns all the common shares of the Affected Company and is a public limited company (kabushiki kaisha) incorporated on April 23, 2021 with the main objective of supporting and managing business activities of the target company. As of the date of this press release, the investment fund for which Bain Capital Private Equity, LP and its group (collectively, "Bain Capital") provide investment advice indirectly owns all of the shares of the parent company of the Investment Provider. Offer. Upon expiration of the Tender Offer Period and prior to the commencement of settlement of the Tender Offer, the Parent Company of the Tender Offer plans to receive an investment (collectively, "Investment") from the Investment Fund in the that Bain Capital Investments Advisory, of the Fund (including a public company (kabushiki kaisha), established by Japan Industrial Partners, Inc. ("JIP") for the purpose of acquiring and holding the shares of the parent company of the Offer Provider , the same applies hereinafter) managed, operated and provided by JIP and by the Fund (including a public company (kabushiki kaisha) established by JIS Japan Industrial Solutions K.K. ("JIS") for the purpose of acquiring and holding the shares of the parent company of the Bid Provider, the same applies to the following), the same applies to the following) operated by JIS. After the investment, the mutual fund for which Bain Capital provides investment advice, the fund managed, operated and provided by JIP, and the fund operated by JIS plan to indirectly own all shares of the Bidder's parent company and each of its investment indices amount to 77%, 14% and 9% respectively (rounded to two decimal places). As of the date of this press release, the Bidder does not own shares of the Target Company.
As announced in the Target Company's press release, the “Announcement of the Statement of Support for the Public Offer for the Acquisition of K.K. BCJ-52 for the Shares of Hitachi Metals, Ltd., and Recommendation for Public Offering” (“Target Company Press Release”) dated April 28, 2021, the Offeror establishes the following conditions precedent for the commencement of the Tender Offer (“Tender Offer Conditions Precedent to the Offer”)): (i) Target's Special Committee has issued its favorable opinions with respect to the supportive opinion of Target's board of directors on the Tender Offer and has not withdrawn said opinions; (ii) the Board of Directors of the Target Company has approved a resolution expressing its opinion in support of the Tender Offer and said opinion has been published in accordance with the laws and regulations and has not been withdrawn, and there are no other resolutions that contradict the fictitious Opinion; (iii) no decision to restrict or prohibit any part of the Transaction (as defined below; the same applies to the following, the same applies below) has been taken by national and international judicial/administrative authorities and does not there is a particular probability of it; (iv) all obligations that you are required to perform or perform shall apply to Hitachi, Ltd. (“Hitachi”) under the No Bid Agreement (as defined below; the same applies hereinafter) have been substantially performed and performed (however, as long as the breach of such obligations does not result in a serious disadvantage, the obligations will be considered fulfilled); (v) all of Hitachi's representations and warranties set forth in the No Bid Agreement are materially true and accurate (however, as long as the breach of such representations and warranties does not result in serious adverse effects, the representations and warranties shall be treated as granted). ; (vi) the permits and licenses required by national and international competition laws and other regulations have been obtained; (vii) confirmation has been obtained from the Target Company that there are no material facts (that is, those mentioned in article 166, section 2, of the Law relating to the business activities of the Target Company that the Target Company has not disclosed (which has the meaning established in article 166(4) of the Law); (viii) the Letter of Intent (the Letter of Intent dated 28 applies to the following), has been validly executed and exists between the Bidder and Target Company, and all representations and warranties by the Target Company, as set forth in the Statement of Intent set forth, are true and accurate in material respects and are pledged to be made and honored by the Target Company pursuant to the Target Company. Memorandum of Understanding, in all material respects (but provided that breach of such obligations and such representations and warranties does not have serious adverse effects t, are deemed fulfilled ). Offer fulfilled (or waived by the offer provider). As announced in the Target Company's press release dated April 28, 2021, the takeover bid is expected to begin at the end of November 2021. However, as stated by the Target Company in its “ Notice of Expiration of the Public Offer for the Acquisition of K.K. BCJ-52 for the Stock of Hitachi Metals, Ltd. (Securities Code 5486)” dated November 30, 2021, to November 30, 2021, antitrust proceedings and actions in some jurisdictions were not completed due to the slow nature antitrust proceedings and actions in some jurisdictions. Subsequently, on September 20, 2022, the Bidder confirmed that all the conditions precedent to the Public Offer were satisfied or decided to waive them (Note 1) and therefore on September 26, 2022, the Bidder decided to start the public offer. on September 1, 2022. on January 27, 2022 as part of the Transaction to convert the Affected Company into a wholly owned subsidiary of the Tender Offer and other related or related transactions (collectively, the “Transaction”) through the Tender Offer and the Consolidation of Shares (as defined in “3 Policies Reorganization, etc. after the completion of the Tender Offer (the so-called “Two-Step Acquisition”)” below; the same applies below), the same applies to the following) and the repurchase of all shares held by Hitachi in Target Affected Company (228,221,199 shares, Participation Ratio (Not to 2) of 53.38%) by the Affected Company (“Repurchase of Shares”) (the purchase price of treasury shares for the repurchase of shares will be referred to hereinafter as the "share redemption price").
The Transaction is intended to make the Target Company a wholly owned subsidiary of the Offer Provider by (i) Hitachi and the Offer Provider through the Public Offer or through the Target Company in the event that the Bid Provider does not acquire all of the assets of the Target Company. shares (other than treasury shares held by the target company and shares to be sold by Hitachi), (ii) in order to raise funds to carry out the share repurchase and the amount available for distribution, (a) provide funds to the target company for use as consideration for the purchase of shares ("Financing") by means of a capital contribution, loan or bond subscription (or a combination of both) by the Provider of the Offer, and (b) reducing of the declared capital, capital reserve and retained earnings of the Affected Company in accordance with the inclusion of subsequent reforms; the same applies to the following), article 447, subsection 1 and article 448, subsection 1 of the Corporations Law (Law No. 86 of 2005; and modified) ((Note 3) “Capital Reduction, etc. ”) (Note 4), and (iii) the repurchase of shares.
In connection with the Tender Offer, on April 28, 2021, the Tender Offeror entered into the Tender Offer Non-Implementation Agreement ("Non-Take Agreement") with Hitachi, the parent company of the Target Company , which contains provisions that Hitachi is not required to make in connection with the Tender Offer in respect of the Hitachi shares to be sold and that Hitachi will sell all shares that Hitachi will sell in response to the share repurchase that will lead to out Target Company after Consolidation Consolidation Takes effect.
Regarding permits and licenses required under competition laws and other regulatory laws in Japan and abroad (Japan, Brazil, China, the European Union, Serbia, South Korea, Taiwan, and Vietnam) (except for permits and licenses required under the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228 of 24; including subsequent amendments; as amended; "Foreign Exchange Law")), all permits were obtained on September 7, 2022, and there are no Other approvals that the Acquisition Offer deems necessary in relation to the acquisition of the Affected Company's Shares in the course of the Public Acquisition Offer. On September 20, 2022, the provider of the offer submitted another notification under Article 27(1) of the Foreign Exchange Law to the Minister of Finance and the Minister in Charge of Business through the Bank of Japan, and the notification was accepted on the same date. .
"Ownership Ratio" means the ratio (rounded to two decimal places) to 427,553,868 shares, which is the total number of shares resulting from the number of treasury shares held by the Target Company as of June 30, 2022 (1,350,484 Actions). of shares issued by Target as of the same date (428,904,352 shares) as reported in “First Quarter Ended March 2023 (IFRS) Results (Consolidated)” (“Target Quarterly Report”) published on July 27, 2022 by the target company. The proportion of shares held is rounded to three decimal places.
The reduction of capital, etc. It means that the declared capital, capital reserves and retained earnings of the target company are reduced and the reduced part is allocated to other capital reserves or transferred profit.
In order to secure the funds to complete the share buyback, in addition to financing, the target company may receive dividends from the surplus or borrow money from a subsidiary (or a combination of both) if the amount of funds in that time the target company implements the share repurchase is less than the amount assumed at the time of filing this news release. However, the decision to implement the Share Repurchase will be made taking into account the amount of cash and deposits held by the Affected Company and the amount of cash and deposits required for its operations at the time the Share Repurchase is implemented. and, as of the filing date of this news release, the implementation of such stock and loan dividends has not yet been determined.
In the Offer to Purchase, the Provider of the Offer to Purchase will not purchase any of the Offered Shares (as defined below) if the total number of shares, etc., offered for sale in response to the Offer to Purchase (“ Offered Shares”) is less than the Minimum Number of Shares to be Purchased (56,814,701 shares; 13.29% of the number of outstanding shares after deducting the number of treasury shares). On the other hand, since the Offeror intends to make the Target Company its 100% subsidiary, it does not establish a limit on the maximum number of shares that can be acquired. Thus, the Provider of the Offer will purchase all the Offered Shares if the total number of Offered Shares is equal to or greater than the Minimum Number of Shares to Purchase (56,814,701 Shares). The minimum number of shares to be acquired under the public offering (56,814,701 shares) has been determined as the number of shares remaining (56,814,701 shares) after the number of shares that Hitachi will sell (228,221,199 shares ) depends on the number of resulting shares was deduced by multiplying (a) the number of voting rights of the target company (4,275,538 shares) (based on the total number of shares (427,553,868 shares) calculated by subtracting the number of shares (1,350,484 shares), owned by the target company as of June 30, 2022 out of the total number of outstanding shares (428,904,352 shares) on the same date specified in the target company's quarterly report) (b) by two-thirds (2,850,359 rounded to the nearest whole number) and (c) by 100. The reason for determining the minimum number of shares to be acquired is that the Offeror intends to inflate the Target Company through the Public Acquisition Offer d to h Have your 100% company carry out the reverse stock split procedure as described in the “3 Policy on Restructuring, etc. after the completion of the Tender Offer (so-called “Two-Step Tender”)” below requires a special resolution of the general meeting of shareholders in accordance with article 309, paragraph 2, of the Law on Public Limited Companies. Therefore, to ensure completion of the transaction, the offeror and Hitachi must own 66.67% or more of the total voting rights of all shareholders of the target company after the takeover bid.
In the event that the Offer Provider is unable to acquire all of the Target Company's shares (other than the Target Company's own shares and the Hitachi Shares for sale) through the Public Offer, the Offer Provider Offer is intended to request the Target Company to complete the reverse process. stock split as part of the Transaction after the completion of the Tender Offer as described in "3 Policy Regarding Reorganization, etc. after the Completion of the Tender Offer (the so-called "Two-Target Acquisition") Steps")". For more details on the reverse stock split, please refer to "3 Policy on Restructuring, etc. after the Completion of the Tender Offer (so-called "Two-Step Acquisition")" below.
3. Policy regarding reorganization, etc. after the completion of the takeover bid (so-called "two-step takeover")
In agreement with the Offer Provider, as described in "2 General Description of the Public Offer" above, the Offer Provider plans to make the Target Company its 100% subsidiary and plans to require the Target Company to carry perform the following procedures upon successful completion of the Tender Offer in the event that the Exchange Provider does not acquire all of the Target Company's shares (other than the Target Company's own shares and the shares to be sold by Hitachi) pursuant to the Exchange Offer.
In particular, after the successful implementation of the Tender Offer, the Bidder intends to request the Target Company to hold an extraordinary general meeting of shareholders (the "Extraordinary General Meeting") at the appropriate time, in which the The proposals under discussion will also include the implementation of a grouping of the Affected Company's shares (the "Share Consolidation") and an amendment to the Articles of Incorporation to repeal the provisions on unit shares, subject to the consummation of the Consolidation of Shares. Shares, and the Provider of the Offer and Hitachi expect to agree on the proposals at the Extraordinary General Meeting.
In the event that the Extraordinary General Meeting approves the reverse split proposal, the shareholders of the Affected Company will be holders of shares of the Affected Company in a number equal to the proportion of the reverse split approved by the Extraordinary General Meeting on the effective date of the reverse stock split. In the event that the reverse split results in fractions of less than one share in the number of shares, the shareholders of the target company who own said fractions will pay the money they have received from the sale of Shares of the Target Company, the same applies to the following) equal to the sum of these fractions (however, if the total contains fractions of less than one share, these will be rounded down; the same applies hereinafter) to the Target Company or the Offeror. Regarding the sale price of the Target Company Shares equal to the sum of these fractions, the Offeror intends to request the Target Company that a court issue a voluntary sale request, after calculating it in such a way that the objective shareholders of the company (other than the Offer Provider) The amount of money to be paid, indicated by the Affected Company and Hitachi) not included in the Tender Offer as a result of said sale is equal to the Tender Offer Price multiplied by the number of shares in the Target Company owned by each shareholder of the Target Company. Although the proportion of the share consolidation has not yet been decided as of the date of submission of this Opinion, the Provider of the Offer also plans to determine that the shares of the target Company held by the shareholders of the target Company (not Provider of the Offer and Hitachi) shall not be offered for sale in a tender offer fraction of less than one share, such that the Provider of the Offer and Hitachi are the sole owners of all shares of the Company target (except for treasury shares held by the target Company). it cannot be added to 1 share and remains a fraction of a share.
If the takeover bid is successfully completed, the target company intends to accept these takeover bid requests.
In addition, Sections 182-4 and 182-5 of the Companies Act and other relevant laws and regulations make it a provision of the Companies Act intended to protect the rights of shareholders generally in connection with a division of shares, which a division of shares in such a case, and if the reverse split results in fractions of less than one share, the shareholders of the Target Company may demand that the Target Company acquire all of its shares of the Target Company for fractions of less than one stock at a fair market price and can appeal to a court File a motion to determine the price to be paid for the stock of the target company. As set forth above, the Affected Company Shares held by the Affected Company's shareholders (excluding the Provider of the Offer, the Affected Company and Hitachi) that are not offered in the Tender Offer will be fractions less than one share in the Consolidation, that is, each Target Shareholder of the Company who opposes the reverse split of shares may request a price fixing.
There is a possibility that time may be required to complete the above procedures or the method of execution may change due to, among other things, the status of changes, the application and interpretation of relevant laws and regulations by regulatory authorities. But even in such a case, if the takeover bid is completed successfully, a cash payment is ultimately planned to be made to the shareholders of the target company (with the exception of the takeover bidder and Hitachi), which in this case will not make an offer that shareholders of the Target Company will be paid a Cash Amount equal to the Redemption Price multiplied by the number of Shares of the Target Company held by shareholders of the Target Company. The specific procedure in such cases and the period in which the procedures can be carried out are coordinated and determined between the offeror and the target company and announced by the target company in a timely manner.
In addition, the approval of the takeover bid will not be obtained from the shareholders of the target company at the extraordinary general meeting. In addition, the shareholders of the target company are requested to have the tax consequences of the transfer as part of the takeover bid and the procedures described above confirmed by a tax specialist under his own responsibility.
4. Expectations of delisting and the reasons for it
As of the filing date of this press release, the Affected Company's shares are listed on the Main Market of the Tokyo Stock Exchange. Since the Repurchase Provider has not set a limit on the number of shares to be acquired in the Repurchase Offer, depending on the results of the Repurchase Offer, the Target Company's shares will be delisted after going through procedures prescribed on the Tokyo Stock Exchange. Rules.
Although the aforementioned rules are not applicable at the time of the successful completion of the takeover bid, according to the takeover bid, the offeror plans to carry out the procedures for the acquisition of all the shares of the company objective (with the exception of treasury shares). Share). Shares owned by the target company and shares to be sold by Hitachi) as described in the “3 Policy on Reorganization, etc. after completion of the Tender Offer (so-called “Two-Step Tender”)” above, upon successful completion of the Tender Offer and, in this case, the shares of the target company will be delisted after going through the procedures prescribed under the delisting rules of the Tokyo Stock Exchange.
Once the target company's shares are delisted, they can no longer be traded on the Tokyo Stock Exchange.
Further details of the Tender Offer can be found in the Tender Offer Registration Statement to be filed with the Tender Offer on September 27, 2022.
The respective financial advisers of the Offeror and of the Target Company (including its subsidiaries) may, in the ordinary course of their business, acquire shares of the Target Company on their own account or on behalf of the Target Company, or carry out other actions in relation to such purchases by any means other than the Tender Offer before the commencement or during the term of the Tender Offer to the extent permitted by Japanese laws and regulations relating to financial instruments and stock exchanges and other applicable laws and regulations and in accordance with the requirements of Rule 14e-5(b) of the US Securities Exchange Act of 1934 (as amended). If information about such purchases is disclosed in Japan, the same information will be disclosed in the United States of America in the same manner as it was disclosed in Japan.