Notice Regarding Commencement of Tender Offer to Acquire Shares in SHINKO ELECTRIC INDUSTRIES CO., LTD. Through Special-Purpose Company
2025.02.17
Mitsui Chemicals, Inc.
Mitsui Chemicals, Inc. (Head Office: Chuo, Tokyo; President & CEO: HASHIMOTO Osamu; securities code: 4183; “Mitsui Chemicals”) announced in a news release on December 12, 2023, titled “Notice Regarding Investment in a Special-Purpose Company for the Acquisition of Shares of SHINKO ELECTRIC INDUSTRIES CO., LTD.”, that it will work with funds managed and operated by JIC Capital, Ltd. (Head Office: Minato, Tokyo; President and CEO: IKEUCHI Shogo; “JICC”) (the “JICC Funds”)*, as well as with Dai Nippon Printing Co., Ltd. (Head Office: Shinjuku, Tokyo; President: KITAJIMA Yoshinari; securities code: 7912; “DNP”), to invest in JICC-04, Ltd. (the “Tender Offeror”).
*The JICC Funds include a fund in which Hachijuni Sustainability No. 1 Fund (general partner: Hachijuni Investment Co., Ltd.) will invest.
The Tender Offeror also announced its intent to commence a tender offer (the “Tender Offer”) for shares of common stock in SHINKO ELECTRIC INDUSTRIES CO., LTD. (Head Office: Nagano; President: KURASHIMA Susumu; securities code: 6967; the “Target”) subject to a number of prerequisites, including the completion of processes and procedures required by domestic and overseas competition laws, overseas investment laws and other such regulations.
Now, the Tender Offeror has confirmed the completion of the processes and procedures required by competition laws in Japan, Korea, Vietnam and China. The remaining prerequisites for the Tender Offer are also now confirmed to have been fulfilled, and subsequently, it has been decided that the Tender Offer will commence on February 18, 2025.
For further information regarding the Tender Offer, please see the Tender Offeror’s news release.
Investment in the Tender Offeror is expected to be carried out by the end of fiscal 2024 (March 31, 2025), though the impact on Mitsui Chemicals’ fiscal 2024 results is expected to be insignificant.
*Disclaimer
The financial advisors to Mitsui Chemicals, JICC, the JICC Funds, DNP, the Tender Offeror and Target as well as the tender offer agent (including their respective affiliates) may, within their ordinary course of business, engage during the tender offer period in the purchase of, or an arrangement to purchase, Target’s shares for their own account or for their customers’ accounts outside the Tender Offer in accordance with Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, to the extent permitted under Japanese securities regulations and other applicable laws and regulations. Such purchases, etc. may be made at the market price through market transactions or at a price determined by negotiation outside of the market. In the event that information regarding such purchases, etc. is disclosed in Japan, such information will also be disclosed in a similar manner in the U.S.
(Reference) Related news releases:
<December 12, 2023>
Notice Regarding Investment in a Special-Purpose Company for the Acquisition of Shares of SHINKO ELECTRIC INDUSTRIES CO., LTD.
https://jp.mitsuichemicals.com/en/release/2023/2023_1212_2/index.htm
<August 26, 2024>
Notice Regarding Progress of Investment in a Special-Purpose Company for the Acquisition of Shares in SHINKO ELECTRIC INDUSTRIES CO., LTD.
https://jp.mitsuichemicals.com/en/release/2024/2024_0826/index.htm
