[FAQ] Frequently Asked Questions on the Planned TOB
- Who is the Tender Offer Agent?
- The Tender Offer Agent is Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., and Sub-Agent is au Kabucom Securities Co., Ltd.
- Where to contact the Tender Offer Agent?
- The contact point for inquiries regarding this matter is as follows:
- Mitsubishi UFJ Morgan Stanley Securities Co., Ltd
TOB Inquiry Dial: 0120-532-347 -
au Kabucom Securities Co., Ltd.
Inquiry Dial: 0120-390-390
From mobile or IP phones starting with 050, 03-6688-8888/Charged - What is the outline of the procedure for the tender offer (TOB)?
- - For applications for the tender offer, proceed through the tender offer agent Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd. or Sub-Agent au Kabucom Securities Co., Ltd.
- If you are using Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., please proceed through the over-the-counter channel. If you are using au Kabucom Securities Co., Ltd., please follow the prescribed procedures from the company's website. au Kabucom Securities Co., Ltd. does not accept applications from non-resident shareholders. For non-resident shareholders, please consult with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. through a standing proxy. Upon applying for the Tender Offer, please confirm the tender offer explanation document and submit the tender offer application form to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (or apply online through au Kabucom Securities Co., Ltd.) and deposit the company’s shares.
- If you deposit the company's shares through an account with another financial institution (such as a securities company), a transfer procedure for the account is required. If you do not have an account with Mitsubishi UFJ Morgan Stanley Securities or au Kabucom Securities, you will also be required to proceed with opening the account in advance.
- Details are provided in the letter to stockholders (sent to stockholders of record as of December 31, 2023). Please contact Mitsubishi UFJ Morgan Stanley Securities Co., Ltd main branch, and TOB inquiry dial (0120-532-347), or the au Kabucom Securities Co., Ltd. inquiry dial (0120-390-390 / 03-6688-8888).
- What to prepare to apply for the tender offer? (If you already have an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or au Kabucom Securities Co., Ltd.)
- To apply for a tender offer through Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (for those who use au Kabucom Securities Co., Ltd., applications can be made online), submission of the application form for tender offer to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is required. For corporate applicants, a seal, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. Stamp, is necessary for submission. Those who have deposited the target shares with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. or au Kabucom Securities Co., Ltd. may be required to provide identification documents, so please inquire with the dealing office in advance.
- What to prepare to apply for the tender offer? (If you have an account with another company)
- - If you do not have an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.,or au Kabucom Securities Co., Ltd.,1) Opening an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or au Kabucom Securities Co., Ltd. 2)Transfer of account from another securities companies, and 3) submission of tender offer application (if using au Kabucom Securities Co., Ltd., application must be made via the internet) are required.
- For more detailed information, please refer to the shareholder letter (sent to shareholders listed on the company shareholder registry as of December 31, 2023. If you became a shareholder after this date, please contact the Mitsubishi UFJ Morgan Stanley Securities Co., Ltd main branch or TOB inquiry dial (0120-532-347), or the au Kabucom Securities Co., Ltd. inquiry dial (0120-390-390 / 03-6688-8888)."
- Additionally, please note the following points for each step. For detailed information, please refer to various documents to be sent separately in the shareholder letter.
1) When opening an account, please provide individual number (corporate number for corporations) based on the My Number system. In addition, a seal (for corporations), identification documents, and proof of the bank or post office account and its number for transactions to use for Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
2) The account transfer procedure from other financial institutions will be conducted at the financial institution (securities company, etc.) where the company's shares is deposited. When conducting the account transfer procedure, subscriber account code (21 digits) is required of customers who have accounts opened with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., the tender offer agent, or au Kabucom Securities Co., Ltd., the substitute agent.
3) For corporations submitting the tender offer application form to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., a seal (for the stamp to be delivered to Mitsubishi UFJ Morgan Stanley Securities) will be required. This is not necessary for individuals.
- What is the tender offer price?
- JPY 1,755 per common share.
- Can securities companies other than Tender Offer Agents (Financial Instruments Business Operators) apply for the tender offer?
- In the tender offer, applications can only be made through tender offer agent Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., sub-agent au Kabucom Securities Co., Ltd., and not from any other party.
- When will the tender offer start?
- - The tender offer is scheduled to take place from February 28, 2024 (Wednesday) through March 27, 2024 (Wednesday).
- For further information, please refer to the notice dated February 28, 2024, titled " Notice Regarding Opinion in Favor of Management Buyout and Recommendation to Tender Shares. - Can tender offers be made by mail or via the Internet?
- For details regarding application procedures by mail, please contact your dealing office. At Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., applications cannot be made via the internet. If you wish to apply via the internet, please proceed with the application through au Kabucom Securities Co., Ltd., the substitute agent.
- Can shares previously held as registered shares be tendered?
- - Applications are available. However, since the share certificates are recorded in a special account, if you do not have an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.,or au Kabucom Securities Co., Ltd.,1) Opening an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or au Kabucom Securities Co., Ltd. 2)Transfer of account from another securities companies or special account management institution, and 3) submission of tender offer application (if using au Kabucom Securities Co., Ltd., application must be made via the internet) are required.
- For more detailed information, please refer to the shareholder letter (sent to shareholders listed on the company shareholder registry as of December 31, 2023. If you became a shareholder after this date, please contact the Mitsubishi UFJ Morgan Stanley Securities Co., Ltd main branch or TOB inquiry dial (0120-532-347), or the au Kabucom Securities Co., Ltd. inquiry dial (0120-390-390 / 03-6688-8888)." - How can share certificates, etc. in a specific account be tendered?
- - If you do not have an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.,or au Kabucom Securities Co., Ltd.,1) Opening an account with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or au Kabucom Securities Co., Ltd. 2)Transfer of account from another securities companies or special account management institution, and 3) submission of tender offer application (if using au Kabucom Securities Co., Ltd., application must be made via the internet) are required.
- For more detailed information, please refer to the shareholder letter (sent to shareholders listed on the company shareholder registry as of December 31, 2023. If you became a shareholder after this date, please contact the Mitsubishi UFJ Morgan Stanley Securities Co., Ltd main branch or TOB inquiry dial (0120-532-347), or the au Kabucom Securities Co., Ltd. inquiry dial (0120-390-390 / 03-6688-8888)." - What would happen to the shares if we did not tender in the tender offer?
- - If a shareholder does not apply for the tender offer during the tender offer period, the tender offeror will not be able to acquire all the shares. In this case, it is planned to carry out a squeeze-out procedure, which will designate the tender offeror as the sole shareholder of the company and privatize the company's shares. It is planned that the tender offeror will compensate non-applying shareholders with cash.
- The amount to be paid to shareholders when the tender offeror adopts this method is planned to be calculated to be equal to the tender offer price multiplied by the number of shares owned by each shareholder.
For other inquiries, please click here.