MINEBEA MITSUMI Inc.
Announcement of Commencement of Tender Offer for Shares in U-Shin Ltd. (Securities Code: 6985) For Business Integration with U-Shin Ltd.
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, MINEBEA MITSUMI Inc. (the "Offeror") resolved at its board of directors meeting held on November 7, 2018 to conduct a tender offer (meaning a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") and related laws and ordinances; the "Tender Offer") for all issued shares of common stock in 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.
The implementation of the Tender Offer is subject to the satisfaction (or waiver by the Offeror) of the following conditions (hereinafter collectively referred to as the "Conditions Precedent for the Tender Offer"):
- (i) All of the procedures and actions required under domestic and foreign competition laws have been duly and validly completed (including the expiration of the waiting period);
- (ii) The Target Company's board of directors has duly and validly passed a resolution to declare its support for the Tender Offer and recommended that Target Company's shareholders accept the Tender Offer, and has not withdrawn that resolution;
- (iii) The third-party committee established at the Target Company in connection with the Tender Offer has made a report to the Target Company's board of directors stating that the Tender Offer is not disadvantageous to the Target Company's minority shareholders, and has not withdrawn that report; and
- (iv) No events have occurred that would cause a material adverse effect to the financial condition (meaning the events set out in the proviso of Article 27-11, Paragraph 1 of the Act based on which a tender offer may be withdrawn or any other events that are similar or equivalent to those events) of the Target Company group (Note).
Note: In addition to the conditions set out in (i) through (iv) above, the implementation of the Tender Offer is subject to the satisfaction of the condition that (v) no petition, litigation or proceeding demanding the prohibition of or limitations on the commencement of the Tender Offer is pending before a judicial or administrative agency, and there is no decision of a judicial or administrative agency that prohibits or limits the commencement of the Tender Offer, and (vi) there is no unpublished material fact (meaning a material fact as prescribed in Article 166, Paragraph 2 of the Act) regarding the Target Company or a fact concerning launch or suspension of a tender offer, etc. (meaning a fact as prescribed in Article 167, Paragraph 2 of the Act).
Because the procedures and actions required under domestic and foreign competition laws have been completed and the third-party committee established by the Target Company gave the Written Report of February 12, 2019 (as defined below, hereinafter the same) to the Target Company's board of directors to the effect that there had been no change to the written report submitted on November 6, 2018 (the "Written Report of November 6, 2018"), and the other Conditions Precedent for the Tender Offer have been satisfied, the Offeror judged that it had become possible to conduct the Tender Offer, and resolved to commence the Tender Offer on February 15, 2019 at its board of directors meeting held today.
|Company Name:||MINEBEA MITSUMI Inc.|
CEO & COO
(Code No. 6479, TSE Div. No.1)
Corporate Communications Office
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