MITSUI & CO., LTD.

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Notice Regarding Commencement of Tender Offer for Shares of GOYO Foods Industry Co., Ltd. (Securities Code: 2230)

10/15/2021 | 01:52am

[Translation] October 15, 2021

For Immediate Release To whom it may concern

Mitsui & Co., Ltd.

Notice Regarding Commencement of Tender Offer for Shares of GOYO Foods Industry Co., Ltd. (Securities Code: 2230)

Mitsui & Co., Ltd. (Head Office: Chiyoda-ku, Tokyo, President: Kenichi Hori; the "Company") has determined today that it will acquire common shares ("Target Shares") of GOYO Foods Industry Co., Ltd. (Securities code: 2230, Tokyo Stock Exchange, Inc. (the "TSE") TOKYO PRO Market; the "Target") through a tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act").

1. Purpose of the purchase

(1) Overview of the Tender Offer

With respect to the issued Target Shares listed on the TSE TOKYO PRO Market, the Company has decided to implement the Tender Offer as part of a transaction (the "Transaction") to take the Target private, where the Company and Mr. Keisuke Masuda ("Mr. Masuda"), the former representative director and the second largest shareholder of the Target (as Mr. Masuda's term of office expired and he resigned from the position of director at the conclusion of the Target's 46th ordinary general shareholders meeting held on August 27, 2021, he is not a representative director of the Target as of today), will be the only shareholders of the Target, by acquiring all of the Target Shares except for the treasury shares held by the Target and the Target Shares held by Mr. Masuda as of today (234,047 shares, Shareholding Ratio (Note 1): 12.96%; the "Target Shares Held by Mr. Masuda"). The Company does not own any Target Shares as of today.

In addition, as of today, the Company has entered into a shareholders agreement with Mr. Masuda (the "Shareholders Agreement") which includes agreements that Mr. Masuda will not tender the Target Shares Held by Mr. Masuda in the Tender Offer and that Mr. Masuda will jointly exercise his voting rights with the Company regarding the Target Shares. For details of the Shareholders Agreement, please refer to "(II) Shareholders Agreement" under "(6) Matters concerning material agreements between the Company and the shareholders of the Target with respect to tender in the Tender Offer" below.

(Note 1) "Shareholding Ratio" refers to the ratio (rounded to the second decimal place. The same applies hereinafter unless otherwise stated for the descriptions of the Shareholding Ratio.) to the number of Target Shares (1,806,432 shares) obtained by deducting the number of treasury shares held by the Target as of August 31, 2021 (740 shares), which is stated in the "Unconsolidated Financial Results for the First Quarter of Fiscal Year Ending May 2022 (Japanese GAAP)" (the "Quarterly Financial Results") filed by the Target today, from the total number of issued shares of the Target as of August 31, 2021 (1,807,172 shares), which is stated in the "Quarterly Securities Report for the First Quarter of the 47th Fiscal Year" (the "Quarterly Securities Report") published by the Target today.

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In implementing the Tender Offer, as of today, the Company has entered into tender agreements (the "Tender Agreement(s)") with Innovation Engine Food Innovation Fund ("IE Fund"), which is the principal largest shareholder of the Target (number of shares held: 647,900 shares, Shareholding Ratio: 35.87%), FP Growth Support No. A Investment Limited Partnership ("FP"), which is the third largest shareholder of the Target (number of shares held: 150,000 shares, Shareholding Ratio: 8.30%), FP Step-up Support Investment Limited Partnership ("FP Step-up"), which is the fourth largest shareholder of the Target (number of shares held: 143,032 shares, Shareholding Ratio: 7.92%), and Innovation Engine Inc. (number of shares held: 4,000 shares, Shareholding Ratio: 0.22%; "IE"), respectively (IE Fund, FP, FP Step-up and IE shall be collectively referred to as the "Scheduled Tendering Shareholder(s)"). In each Tender Agreement, each Scheduled Tendering Shareholder agrees that the Scheduled Tendering Shareholder will tender all of the Target Shares they own in the Tender Offer (total number of shares held by the Scheduled Tendering Shareholders: 944,932 shares, total Shareholding Ratio: 52.31%). For details of the Tender Agreements, please refer to "(I) Tender Agreement" under "(6) Matters concerning material agreements between the Company and the shareholders of the Target with respect to tender in the Tender Offer" below.

In the Tender Offer, the Company has set the minimum number of tendered shares to be purchased (Note 2) at 970,300 shares (Shareholding Ratio: 53.71%), and if the total number of shares, etc. tendered in the Tender Offer (the "Tendered Shares, etc.") is less than 970,300 shares, the Company will purchase none of the Tendered Shares, etc. In addition, upon the successful completion of the Tender Offer, the Company intends to implement a series of procedures to ensure that the Company and Mr. Masuda will be the only shareholders of the Target, as described in "(4) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")" below. The minimum number of tendered shares to be purchased has been set so that the sum of the voting rights in the Target held by the Company and Mr. Masuda after the Tender Offer should be no less than two-thirds (2/3) of the total number of voting rights in the Target in order to ensure the adaptation of a procedure taking the Target private through a special resolution of the shareholders meeting of the Target. Meanwhile, in the Tender Offer, the Company intends to acquire all of the Target Shares except for the treasury shares held by the Target and the Target Shares Held by Mr. Masuda. Therefore, the Company does not set the maximum number of tendered shares to be purchased, and if the total number of the Tendered Shares, etc. is no less than the minimum number of tendered shares to be purchased (970,300 shares), the Company will purchase all of the Tendered Shares, etc.

(Note 2) The minimum number of tendered shares to be purchased (970,300 shares) has been set as the number of shares required to hold 9,703 voting rights by the Company alone. The number of 9,703 voting rights is obtained by deducting the number of voting rights pertaining to the Target Shares Held by Mr. Masuda (2,340 voting rights) from the number of voting rights (12,043 voting rights), which is two-thirds (2/3) (fractional number shall be rounded up) of the number of voting rights (18,064 voting rights) pertaining to the number of the Target Shares (1,806,432 shares) obtained by deducting the number of treasury shares held by the Target as of August 31, 2021 (740 shares), which is stated in the Quarterly Financial Results, from the total number of issued shares as of August 31, 2021 (1,807,172 shares), which is stated in the Quarterly Securities Report.

According to the "Statement of Opinions on the Tender Offer for the Shares of GOYO Foods Industry Co., Ltd. by Mitsui & Co., Ltd." (the "Target's Press Release") published today by the Target, the Target resolved at its board of directors meeting held today to express its opinion in favor of the Tender Offer, and to recommend that its shareholders tender their shares in the Tender Offer.

For details of the resolution of the board of directors meeting of the Target above, please refer to the Target's Press Release, as well as "(I) Background, purpose, and decision-making process of the decision to implement

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the Tender Offer" under "(2) Background, purpose, and decision-making process of the decision to implement the Tender Offer, and the management policy after the Tender Offer," and "(V) Unanimous approval of all disinterested directors of the Target and opinion of all disinterested auditors that they have no objection" under "(3) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the price of tender offer and measures to avoid conflicts of interest"

  1. Background, purpose, and decision-making process of the decision to implement the Tender Offer, and the management policy after the Tender Offer

(I) Background, purpose, and decision-making process of the decision to implement the Tender Offer

The background, purpose, and decision-making process of the decision to implement the Tender Offer are as follows. The descriptions regarding the Target in the following are based on the explanation received from and the information publicly announced by the Target.

The Company was incorporated under the trade name of Daiichi Bussan Kaisha, Ltd. in July 1947. In February 1959, the Company changed its trade name to the current Mitsui & Co., Ltd. (the Company listed its shares on the TSE in May 1949, on the Sapporo Securities Exchange, the Nagoya Stock Exchange, and the Osaka Securities Exchange (the "OSE") in November 1954, and on the Fukuoka Stock Exchange in February 1959. Due to the integration of the cash markets of the TSE and the OSE in July 2013, the Company is no longer listed on the OSE.) Utilizing the global operating locations, network and information resources as a general trading company, the Company and its 280 consolidated subsidiaries and 234 equity method affiliates (as of March 31, 2021) (the "Company Group"), multilaterally pursue business in the fields of Mineral & Metal Resources, Energy, Machinery & Infrastructure, Chemicals, Iron & Steel Products, Lifestyle, Innovation & Corporate Development. The Lifestyle segment of the Company consists of three

  1. units, the Food Business Unit, the Retail Business Unit, and the Wellness Business Unit, and in such business fields as food resources, food products, fashion and textiles, retail services, healthcare, pharmaceuticals, and comprehensive services, by adapting to changes in consumption structure, industry structure, and lifestyle and meeting diverse needs in everyday living, including digital needs, provides value- added products and services. In particular, the Food Business Unit, with its strengths in product development and supply stability to meet diverse expectations, seeks to capture the opportunities of new fields brought on by changes in global value chain structure, increasing diversity, fluidity and sophistication of consumer activities, and the new domains deriving from technological evolution; and under its mission of "Enhancing the Global Food Landscape," the Food Business Unit is moving forward with reinforcement of the sustainable food supply system which can provide consumers with safe and secure food from all over the world in a stable and efficient manner and throughout the value chain from upstream (producers) to downstream (consumers) and with the building of new businesses that aim to supply food that supports consumers' health, reduce the environmental impact of food production and consumption, and utilize new technologies at food production sites. The Company is committed to expanding its operations to include high value-added products and enhancing manufacturing functions to continue to meet sophisticated consumer needs and to ensure food safety.

According to the Target, it was established in May 1975, when pizza started becoming popular at restaurants and cafes in Japan; at the time, and its primary business was the processing and sales of natural cheese, an ingredient for pizza served at restaurants. In 1980, to meet the demand among restaurants for "cakes made by a professional cheese company," the Target moved its headquarters and factory from Kamimuta, Hakata-

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ku, Fukuoka City to Higashinaka 1 chome, Hakata-ku, Fukuoka City, and began producing cheesecakes. In 1983, in order to establish a mass production structure amid rising demand, the Target moved its headquarters and factory from Higashinaka 1 chome, Hakata-ku, Fukuoka City to Higashinaka 2 chome, Hakata-ku, Fukuoka City, and installed a production line for pizza dough. In 1995, a confectionary factory was added to address the growing demand for frozen desserts in the restaurant industry. Subsequently, by 2006, because of intensifying price competition, the Target withdrew from the natural cheese processing and pizza dough manufacturing businesses. Meanwhile, that same year, in response to the issue of food loss, frozen foods with a long shelf life began to attract attention, and seeing the growing market demand for frozen foods, and in line with the evolution of freezing technology, the Target made a complete shift in focus to the frozen dessert business. According to the Target, in 2008, 2013 and 2017, it entered its core product, "Baked Cheesecake," into the Monde Selection competition, known as the "Olympics of food products," and won a Monde Selection Gold Award each time. Moreover, in order to enhance product safety and improve the cost of sales ratio by reinforcing its health and quality management structure and increasing the efficiency of the production structure, the Target built a new HACCP (Note) compliant headquarters building and factory in Itoshima City, Fukuoka Prefecture, completing the work in February 2010. Taking advantage of this, the Target currently is cultivating new markets through its "Sweets Stock!" project, which promotes "sweets to stock up on" and is based on the concept of "less-wasteful,eco-friendly sweets that you can eat whenever and however much you want." According to the Target, it listed its shares on Tokyo AIM (currently the TSE TOKYO PRO Market) in May 2012.

(Note)HACCP is an acronym for "Hazard Analysis and Critical Control Point," and refers to a system for identifying and assessing important food safety hazards based on scientific evidence, and for intensively managing those hazards.

Following the listing, the Target broadened its sales scope to include restaurant chains and increased sales from 1,187 million yen in the Fiscal Year ended May 2013 to 1,639 million yen in the Fiscal Year ended May 2015; however, due to intense price competition in the market and the inability to sell at prices that would ensure a reasonable profit, the Target borrowed 550 million yen from financial institutions in March 2010 for its capital investments, and this was the main reason for its negative net worth in the fiscal year ended May 2010, and its equity ratio came to -9.71% even in the Fiscal year ended in May 2015, and the Target was unable to overcome the negative net worth. Moreover, an overseas project to provide recipes and sales rights in North America to CBC Inc., a company engaged in license sales and consulting business in the United States of America, was abandoned after the contract was signed, which had a negative impact to the Target that it continued to face harsh credit assessments by business partners and financial institutions. Further, as the expansion of the sales scope resulted in an urgent need to beef up production facilities, on August 12, 2015, for the purpose of making capital investments in aging manufacturing facilities at the head office plant and increasing the maximum annual supply capacity in terms of selling price by approximately 50%, from approximately 2 billion yen to approximately 3 billion yen, the Target received a combined pay- in of roughly 350 million yen from IE Fund and FP through a private placement of new shares, and increased its equity capital and capital reserves by 175,012 thousand yen each. As a result of such capital increase through the private placement, the Target's excess liabilities was resolved. Although in 2017, the Target expanded and updated its headquarters factory to boost capacity and was preparing to switch its listing to a different stock exchange, in early March 2020, when the expectation emerged that the covid-19 would have a serious impact on the food industry and the situation was such that the Target was unable to release its full-year earnings forecast, the Target decided to pause its examination to switch its listing to a different exchange and examined the possibility of rebuilding its management structure through a capital tie-up with another company.

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At the same time, the Target believed that for future business expansion, it needed a capital tie-up for the digital transformation (DX) of its factory, the addition of production lines to produce individually packaged products for the convenience store market, and the automation of production lines for cost cutting, and thus, it searched for a capital tie-up partner. Starting in early May 2019, the Target was approached by two (2) candidate capital alliance partners through the intermediary of the financial institutions of the Target and funds such as IE Fund, which is a major shareholder of the Target. The Target was also approached directly by four (4) candidate capital alliance partners, includes the Company. Then, the Target held discussions concerning a capital tie-up with the six (6) candidate partners, including investment funds, food wholesalers and the Company. However, according to the Target, the Target did not receive a concrete proposal as to the transaction conditions, including its scheme and price, from two (2) companies among the above capital alliance partners. Between early November 2019 and early April 2021, the Target received specific proposals regarding the transaction scheme, price, and other transaction conditions from other three (3) companies except the Company. However, from these candidates, the Target was only able to receive proposals for capital alliances, including tender offers or third-party allotments, for amounts 100 yen or more below the closing price (879 yen) of the Target Shares on the TSE TOKYO PRO Market as of December 30, 2019, the trading day immediately preceding the date of such proposals. In early September 2021, through the Scheduled Tendering Shareholders, the Target again received a proposal for a capital alliance accompanied by a tender offer from one of the three (3) candidates that made specific proposals regarding the transaction scheme, price, and other transaction conditions from early November 2019 to early April 2021 as described above. However, according to the Target, the Target was unable to receive details of the conditions of the transaction including the price, and thus, the Target decided that the proposal for a capital alliance would not exceed the offer price per Target Share offered in this Tender Offer (the "Tender Offer Price"), which had been proposed by the Company to the Target on August 12, 2021. Then, as the Scheduled Tendering Shareholders indicated their intention to accept the Company's proposal made on September 16, 2021 as described below, discussions with any of the candidate partners other than the Company had no longer progressed.

Meanwhile, in late February 2020, the Company began talks with the Target on sales of Target products as well as an examination with the Target of the possibility of collaboration in OEM production etc., following an introduction of the Target by the Company's Kyushu office, which had been acquainted with the Target for some time. In the course of discussing the collaboration, the Company considered that it would be possible for the Company to expand its business into high value-added products targeted by the Company and strengthen its manufacturing functions by utilizing the Target's frozen cake manufacturing technology through the investigation in the Target and stabilization of the Target's management base and the utilization of the Company's global network. For that reason, on May 26, 2021, the Company proposed to the Target that they commence examination and discussions aimed at the Company investing in the Target, and the Company began discussions with Mr. Masuda, who was the representative director of the Target at that time. At the time of making this proposal, the Company only made an offer to start discussions for investment, and did not make any proposal based on going private or make any specific offer for investment ratio.

In early June 2021, the Company appointed Nagashima Ohno & Tsunematsu as its legal advisor, and initiated initial examination and discussions about the Transaction.

Afterwards, in the course of examining the specific investment ratio and business operation after the investment, the Company came to believe that taking the Target private would enable the Target to swiftly

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Mitsui & Co. Ltd. published this content on 15 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 October 2021 05:51:05 UTC.

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