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ANNOUNCEMENT OF RESULTS OF TENDER OFFER FOR SHARES, ETC OF DENSEI-LAMBDA K.K.
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ANNOUNCEMENT OF RESULTS OF TENDER OFFER FOR SHARES, ETC OF DENSEI-LAMBDA K.K.
http://www.global.tdk.com/news_center/pressTDK Press Release
November 9, 2007
TDK Corporation (hereinafter the "Company") resolved, at a meeting of the Board of Directors held on September 26, 2007 to commence a tender offer for the shares and stock acquisition rights of DENSEI-LAMBDA K.K. (Code Number: 6917, hereinafter the "Target") (hereinafter the "Tender Offer") and made the Tender Offer on September 27, 2007. Having completed the Tender Offer on November 8, 2007, the Company hereby notifies you of the results of the Tender Offer as follows.
1. Outline of the Tender Offer
| (1) | Name and Address of the Tender Offeror TDK Corporation 1-13-1, Nihonbashi, Chuo-ku, Tokyo |
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| (2) | Name of the Target DEDNSEI-LAMBDA K.K. |
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| (3) | Class of Share Certificates, Etc. to be Purchased, Etc.
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| (4) | Number of Share Certificates, Etc. Scheduled to be Purchased
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| (5) | Tender Offer Period From September 27, 2007 (Thursday) through November 8, 2007 (Thursday) (30 business days) |
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| (6) | Tender Offer Period
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2. Results of the Tender Offer
| (1) | Whether the Tender Offer Has Been Successfully Completed or Not The Tender Offeror shall purchase all Tendered Shares. |
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| (2) | Tender Status
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| (3) | Shareholding ratio after the Tender Offer
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| (4) | Calculation When Tender Offer is conducted pursuant to the pro rata method Not applicable. |
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| (5) | Funds Required in Tender Offer JPY 13,909,853,930 |
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3. Settlement Method
| (i) | Name and Address of Head Office of Financial Instruments Firms, Bank, Etc. Settling the Tender Offer Nomura Securities, Co., Ltd. 1-9-1, Nihonbashi, Chuo-ku, Tokyo |
| (ii) | Settlement Commencement Date November 15, 2007 (Thursday) |
| (iii) | Settlement Method Without delay following the end of the Tender Offer Period, notification regarding the purchase under the Tender Offer will be mailed to the address of the tendering shareholders (in case of foreign shareholders, their standing proxy). The purchase will be settled in cash. Without delay following the settlement commencement date, the proceeds for the purchased shares, etc., shall be remitted by the Tender Offer Agent (Nomura Securities, Co., Ltd.) to a location designated by the tendering shareholders, etc., or paid at the head office or branch of the Tender Offer Agent. |
4. Prospects on the impact of the Tender Offer on operating performance
The impact of the Tender Offer on the consolidated operating performance and non-consolidated operating performance of the Company is insignificant.
5. Policy and Prospects after the Tender Offer
As the Company has failed to acquire All Shares in the Target by way of the Tender Offer, the Company plans to carry out the following procedures for turning the Target into a directly or indirectly wholly owned subsidiary of the Company (hereinafter the "Transaction"), as previously announced in the "ANNOUNCEMENT OF COMMENCEMENT OF TENDER OFFER FOR DENSEI-LAMBDA K.K." dated September 26, 2007:
The Company plans to request for the Target to hold a meeting of shareholders to discuss, among others: (i) an agenda aimed at changing the Target into a Corporation with Class Shares (shuruikabushiki-hakko-kaisha), as defined in the Corporation Act, by amending the Articles of Incorporation of the Target to enable it to issue another class of shares in addition to the shares of common stock; (ii) an agenda aimed at amending the Articles of Incorporation of the Target to create a Term of Redeemable Right for All the Shares (zenbu-shutoku-joko) in connection with all the shares of common stock issued by the Target; and (iii) an agenda aimed at allowing the Target to acquire all such shares and to deliver another class of shares in exchange. The Company, Lambda Holdings Inc. and Lambda Far East Ltd. (hereinafter collectively referred to as the "Related Parties of the Company") plan to vote for each of the aforementioned agendas in the relevant meeting of shareholders.
If all the procedures of (i) through (iii) above are implemented, all the shares of common stock issued by the Target will be acquired by the Target after the Term of Redeemable Right for All the Shares (zenbu-shutoku-joko) is created, and another class of shares in the Target will be delivered to shareholders of the Target as consideration for the acquisition of all of such shares; provided that, as for the shareholders to whom the number of such other class of shares in the Target to be allotted will be a fractional number less than one share, they will receive the cash for such fraction after the completion of sale, etc. of such other class of shares in the Target equivalent to the sum of all of the fractions held by such shareholders (if there remains a further fraction after the sum, such fraction will be omitted) in accordance with the procedures under the relevant laws and regulations. The amount of such cash to be received by such shareholders is planned to be calculated based upon the Tender Offer Price. Such cash amount may, however, be different from and, exceed, equal or be less than the Tender Offer Price, depending on the business, results of the business, financial condition, assets or management of the Target or the outlook thereof, at the time when such calculation is made, since the timing of such calculation differs from the time at which the Tender Offer Price is determined. The class and number of shares to be delivered to shareholders of the Target as consideration for such acquisition of the Target's common stock after the Term of Redeemable Right for All the Shares (zenbu-shutoku-joko) is created have not been determined at present, however, they are going to be determined so that the shareholders of the Target who will not apply for the Tender Offer (excluding the Related Parties of the Company) will be allotted only fractions of less than one share in order for the Related Parties of the Company to hold all the issued and outstanding shares in the Target and to turn the Target into a wholly owned subsidiary of the Related Parties of the Company. In regard to item (ii) of the agendas above, which is to amend the Articles of Incorporation of the Target to create a Term of Redeemable Right for All the Shares (zenbu-shutoku-joko) in connection with all the shares of common stock issued by the Target: (a) shareholders will have the right to request the Target to purchase their shares pursuant to Articles 116 and 117 of the Corporation Act and other related laws and regulations for the purpose of protecting minority shareholders' rights, or (b) in case where the Target's acquisition of all the shares with a Term of Redeemable Right for All the Shares (zenbu-shutoku-joko) is resolved at the meeting of shareholders, shareholders may file a court request to determine the fair acquisition price pursuant to Article 172 of the Corporation Act and other related laws and regulations, for the purpose stated in (a) above. In this regard, since the purchase price and the fair price for the acquisition under (a) and (b) above will be finally determined by a court, the price received by the shareholders in each case (a) or (b) above may be different from the Tender Offer Price. Shareholders who intend to implement such procedures must confirm and determine the required procedures by themselves and under their own responsibility.
Please note that this document is not intended in any way to solicit the shareholders of the Target to vote for the agendas in the said shareholders meeting.
Notwithstanding the above, depending on the Company's shareholding ratio after the completion of the Tender Offer, the circumstances regarding shareholdings by shareholders other than the Related Parties of the Company, and the interpretation by authorities regarding related laws and regulations, etc., it is still possible for other measures, which may pursue effects equivalent to those mentioned above, to be implemented, and/or that it would take time for those measures to be actually implemented. In any case, it is planned that cash will be finally distributed to the Target's shareholders, other than the Related Parties of the Company, in order to achieve the completion of the Transaction. Even in such case, the amount of cash to be delivered to such shareholders is planned to be calculated based upon the Tender Offer Price, which may however be different from and, exceed, equal or be less than the Tender Offer Price, depending on the business, results of the business, financial condition, assets or management of the Target or the outlook thereof, at the time when such calculation is made, since the timing of such calculation differs from the time at which the Tender Offer Price is determined. The Company plans to request for the Target to make a public announcement immediately after the Target determines details of the measures to be taken and timing, etc. for the Transaction.
As of the date hereof, the shares of common stock in the Target are listed on the Tokyo Stock Exchange and the Osaka Securities Exchange (hereinafter collectively, "Stock Exchanges"). However, as the result of the Tender Offer, there is a possibility that the share certificates representing the shares of common stock in the Target will be delisted after the prescribed procedures in accordance with the delisting standards of the Stock Exchanges. In addition, even if such delisting standards are not met, the Company is planning to carry out the Transaction pursuant to applicable laws and regulations and, in such cases, the share certificates representing the shares of common stock in the Target will be delisted. After such delistings, the share certificates representing the shares of common stock in the Target may not be traded on the Stock Exchanges and it is expected that selling them in the future will become difficult.
6. Locations Where Copies of the Tender Offer Report are Made Available for Inspection
TDK Corporation, Head Office (1-13-1, Nihonbashi, Chuo-ku, Tokyo)
Tokyo Stock Exchange Group, Inc. (2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo)
Osaka Securities Exchange Co., Ltd. (1-8-16, Kitahama, Chuo-ku, Osaka)
| (Note 1) | In this document, when figures in a table are rounded off or omitted, the value representing the total of such figures may not necessarily match up with the sum of such figures. |
| (Note 2) | In this document, any indication of a date or time shall refer to the date or time in Japan unless otherwise provided. The "business day" indicated in this document shall mean the days other than the days provided in each item of Article 1, Paragraph 1 of the Law Concerning Government Office Holidays (Law No. 91 of 1988), as amended. |
| (Note 3) | The Tender Offer is to be conducted in accordance with the procedures and information disclosure standards prescribed in the Securities and Exchange Law of Japan (Law No. 25 of 1948), as amended, the name of which will be revised as the "Financial Instruments Exchange Law" after September 30, 2007, however, these procedures and standards are not necessarily the same as the procedures and information disclosure standards in the United States. In particular, Article 13 (e) and Article 14 (d) of 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 described in the tender offeror's financial statements, which included in this document, are prepared in conformity with the U.S. GAAP, except for the segment information. However, the other financial information included in this document are prepared in accordance with Japan's accounting standards and are not based on U.S. GAAP and the contents thereof may not necessarily be equivalent to those prepared under the U.S. GAAP. As the tender offeror is a company incorporated outside the U.S. and most officers of the Tender Offeror are residents outside the U.S., it may be impossible to exercise rights and claims that may be asserted under the securities-related laws of the U.S. There is also a chance that it may be difficult to institute proceedings in a court outside the U.S. against a company outside the U.S. or its officers based on a violation of the securities-related laws of the U.S. Additionally, there is no guarantee that it would be possible to make a company outside the U.S. and its subsidiary or affiliates subject to the jurisdiction of a U.S. court. |
| (Note 4) | Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. If any portion of the documentation relating to the Tender Offer is prepared in English and there is any inconsistency between the English documentation and the Japanese documentation, the Japanese documentation will prevail. |
| (Note 5) | This document includes the "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Actual results might be substantially different from the forecasts given explicitly or implicitly as the "forward-looking statements," due to any known or unknown risks, uncertainties or any other factors. Neither the tender offeror nor any of its affiliates assures that such explicit or implicit forecasts given as "forward-looking statements" will be realized. The "forward-looking statements" contained in this document have been prepared based on the information possessed by the tender offeror as of the date hereof, and, unless otherwise obliged under applicable laws and regulations or the exchange rules, neither the tender offeror nor any of its affiliates assume any obligation to update or revise this document to reflect any future events or circumstances. |
For further information, contact the Corporate Communications Dept.
Tel.: 81-3-6778-1055
E-mail: TDK.PR@tdk.com
