MINEBEA MITSUMI Inc.
Announcement of Status of Progress Toward Commencement of Tender Offer for Shares in U-Shin Ltd. (Securities Code: 6985)
MINEBEA MITSUMI Inc. (the "Offeror"), as announced in "Announcement of Planned Commencement of Tender Offer for Shares in U-Shin Ltd. (Securities Code: 6985) For Business Integration with U-Shin Ltd." dated November 7, 2018 (the "November 7 Press Release"), resolved to conduct a tender offer (the "Tender Offer") for all of the issued shares of common stock of U-Shin Ltd. (Securities Code: 6985, First Section of the Tokyo Stock Exchange; the "Target Company") (such shares, the "Target Company Shares"), excluding the Target Company Shares held by the Offeror and the Target Company's treasury shares, for the purpose of business integration with the Target Company, subject to the satisfaction of the procedures and actions pertaining to the conditions precedent stated in the November 7 Press Release, and announced that the timing of the commencement date of the Tender Offer was expected to be around late January, 2019 in the November 7 Press Release.
The procedures and actions required in respect of Japanese and overseas competition law in order to conduct the Tender Offer in each country have been completed. However, the timing of the commencement date of the Tender Offer is currently expected to be around early February, 2019, and the detailed timing will be promptly announced by the Offeror once it has been determined.
This press release is to announce the status of progress of the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanatory Statement for the Tender Offer and make their own independent decision. This press release does not constitute, nor form part of, any offer to sell, solicitation of a sale of, or any solicitation of any offer to buy, any securities. In addition, neither this press release (or any part of it) nor the fact of its distribution shall form the basis of or be relied on in connection with any agreement thereof.
Although the Tender Offer will be conducted in accordance with the procedures and information disclosure standards prescribed in the Act, these procedures and standards may differ from the procedures and information disclosure standards in the United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934 (as amended, the "U.S. Securities Exchange Act of 1934"), and the rules prescribed thereunder, do not apply to the Tender Offer, and the Tender Offer does not conform to those procedures and standards. The financial information contained in this press release may not necessarily be comparable to the financial information of U.S. companies. It may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Offeror and the Target are incorporated outside the United States and their directors are non-U.S. residents. Shareholders may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the United States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S. court.
Unless otherwise specified, all procedures relating to the Tender Offer shall be conducted entirely in Japanese. While some or all of the documentation relating to the Tender Offer will be prepared in English, if there is any inconsistency between the English documentation and the Japanese documentation, the Japanese documentation will prevail.
This press release contains "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of 1934. Known or unknown risks, uncertainties and other factors could cause actual results to differ substantially from the projections and other matters expressly or impliedly set forth herein as "forward-looking statements." Neither the Offeror, the Target Company nor any of their affiliates assures that such express or implied projections set forth herein as "forward-looking statements" will eventually prove to be correct. The "forward-looking statements" contained in this press release have been prepared based on the information held by the Offeror and the Target Company as of the date hereof and, unless otherwise required under applicable laws and regulations, neither the Offeror, the Target Company nor any of their affiliates assumes any obligation to update or revise this press release to reflect any future events or circumstances.
Some countries or regions may impose restrictions on the announcement, issue or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes only.
The financial adviser (including its affiliates) of the Offeror or the Target Company may purchase the Target Company's shares or otherwise conduct acts for such purchase by a method other than the Tender Offer irrespective of whether before the commencement of the Tender Offer or during the Tender Offer Period at its own account or its clients' account in accordance with the requirements set out in Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 to the scope of its ordinary business, and to the extent permitted under the rules of the financial instruments exchange related laws of Japan and other applicable laws and ordinances. If the information of such purchase is disclosed in Japan, the disclosure will be made on the English website of the financial adviser that makes such purchase (or by other disclosure method).
|Press release||November 7, 2018||Announcement of Planned Commencement of Tender Offer for Shares in U-Shin Ltd. (Securities Code: 6985) for Business Integration with U-Shin Ltd.|
|Company Name:||MINEBEA MITSUMI Inc.|
Representative Director, CEO & COO
(Code No. 6479 TSE Div. No. 1)
Corporate Communications Office
Product information, contact and other context are subject to change without prior notice.