MITSUI & CO., LTD.

8031
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Notice Regarding Commencement of Tender Offer for Shares of Human Associates Holdings, Inc. (Securities Code: 6575)

11/15/2021 | 03:30am

[Translation] November 15, 2021

To whom it may concern:

Company Name:

Mitsui & Co., Ltd.

Name of Representative:

Kenichi Hori

President and Chief Executive Officer

(Securities code: 8031)

Contact:

Masaya Inamuro

General Manager of Investor Relations

Division

Phone:

+81-3-3285-7657

Company Name:

MBK Wellness Holdings & CO., LTD.

Name of Representative:

Yoshitaka Oshiba

Representative Director

Contact:

Same as above

Notice Regarding Commencement of Tender Offer for Shares of Human Associates Holdings, Inc.

(Securities Code: 6575)

MBK Wellness Holdings & CO., LTD. (the "Offeror"), which is a wholly-owned subsidiary of Mitsui & Co., Ltd. ("Mitsui & Co.," and together with the Offeror, the "Offeror Parties") has decided today that it will acquire shares of the common stock of Human Associates Holdings, Inc. (the "Target") (listed on the Mothers Market of Tokyo Stock Exchange, Inc. (the "TSE") under securities code 6575; the "Target's Stock") and the Stock Acquisition Rights of the Target (the term "Stock Acquisition Rights" and the names of specific series thereof are defined in "(3) Price of tender offer" under "3. Summary of Tender Offer" below; hereinafter the same) 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. Summary of MBK Wellness Holdings & CO., LTD.

( i )

Name

MBK Wellness Holdings & CO., LTD.

(ii) Location

2-1, Otemachi 1-chome,Chiyoda-ku, Tokyo

(iii)

Name and title of

Yoshitaka Oshiba, Representative Director

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The "wellness business" comprises (i) the healthcare sector, which includes hospitals and clinics, dialysis and other healthcare-relatedancillary service businesses, and pharmaceutical manufacturing, sales and development support businesses; (ii) the wellness sector, which includes the medical device business and diagnostic business, digital health and preventive care related business, and drug and healthcare data services; and (iii) the hospitality sector, which includes platform creation business, contract food services, and uniform rental, facility management, staffing, education, and human capital businesses.

representative

(iv)

Description of

Businesses including controlling and managing the business activities

of companies through the ownership of shares or equities in such

business

companies

( v )

Amount of share

5 million yen (as of November 15, 2021)

capital

2. Purposes of the Purchase

  1. Outline of the Tender Offer

The Offeror is a wholly-owned subsidiary of Mitsui & Co., Ltd. ("Mitsui & Co.") in which Mitsui

  • Co. owns all of the issued shares. The Offeror is a joint stock company (kabushiki kaisha) established on October 15, 2021 for the primary purpose of acquiring and holding, through the Tender Offer, the Target's Stock listed on the Mothers Market of the TSE (the "TSE Mothers Market") and the Stock Acquisition Rights, and positioning itself as the intermediary holding company for Mitsui & Co.'s wellness businesses (Note 1) in Japan after the Tender Offer. As of today, neither of the Offeror Parties holds any share of the Target's Stock or any Stock Acquisition Right.

(Note 1)

The Offeror has decided to implement the Tender Offer as part of the series of transactions (the "Transaction") to make the Target a wholly-owned subsidiary of the Offeror by acquiring all of the Target's Stock (including the shares of the Target's Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding the treasury shares owned by the Target) and all of the Stock Acquisition Rights. Please note that the purchase price for the Stock Acquisition Rights in the Tender Offer (the "Stock Acquisition Right Purchase Price") is set at 1 yen per Stock Acquisition Right because the Stock Acquisition Rights were issued as stock options to the directors and employees of the Target or the Target's subsidiaries, and it is a condition for the exercise of the Stock Acquisition Rights that the person exercising such rights must hold such a position at the time of exercise of the Stock Acquisition Rights, making it impossible for the Offeror to exercise

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the Stock Acquisition Rights even if the Offeror acquires any. Thus, it is not envisaged that the holder of the Stock Acquisition Rights (the "Stock Acquisition Right Holder") tender the Stock Acquisition Rights rather than the Target's Stock to be issued upon exercise of the Stock Acquisition Rights.

In implementing the Tender Offer, as of November 15, 2021, the Offeror entered into a tender agreement for the Tender Offer with each of (i) Daiwa PI Partners Co. Ltd., the largest shareholder of the Target ("Daiwa PI") (number of shares held: 1,076,400 shares; Shareholding Ratio (Note 2): 31.24%), (ii) Mr. Akihiko Watanabe, the second largest shareholder of the Target, and the representative director and president of the Target ("Mr. Watanabe") (number of shares held: 462,460 shares (including 16,460 shares of the Target's Stock underlying the 8,230 Stock Acquisition Rights owned by Mr. Watanabe; Shareholding Ratio: 13.42%), and (iii) Mr. Tadayasu Nishida, the fifth largest shareholder of the Target, and the representative director and president of CICOM BRAINS Inc., a wholly-owned subsidiary of the Target ("Mr. Nishida," and together with Daiwa PI and Mr. Watanabe, the "Accepting Shareholders") (number of shares held: 160,896 shares (including 10,000 shares of the Target's Stock underlying the 10,000 Stock Acquisition Rights owned by Mr. Nishida); Shareholding Ratio: 4.67%) (hereinafter, the tender agreement executed by the Offeror with Daiwa PI is referred to as the "Tender Agreement (Daiwa PI)," that executed with each of Mr. Watanabe and Mr. Nishida is individually or collectively referred to as the "Tender Agreement (Individual Shareholder)," and the Tender Agreement (Daiwa PI) and the Tender Agreement (Individual Shareholder) are collectively referred to as the "Tender Agreement"), wherein the Accepting Shareholders agreed to tender all of their shares of the Target's Stock (including the shares of the Target's Stock issued upon exercise of the Stock Acquisition Rights) (total number of shares held: 1,699,756 shares (including 26,460 shares of the Target's Stock underlying the 18,230 Stock Acquisition Rights owned by Mr. Watanabe and Mr. Nishida); Shareholding Ratio: 49.33%) in the Tender Offer. For details of the Tender Offer Agreement, see "(3) Material agreements regarding the Tender Offer" below.

(Note 2) "Shareholding Ratio" refers to the ratio (rounded to the second decimal place) to the number of shares of the Target's Stock obtained by the following formula (3,445,876 shares) (the "Total Number of Shares Adjusted for Dilutive Shares"):

X + Y - Z

  1. The total number of issued shares as of November 15, 2021 as stated in the "Quarterly Securities Report for the Second Quarter of the 33rd Term" filed by the Target on November 15, 2021 (the "2Q Securities Report") (3,255,237 shares)

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(according to the Target, this figure does not include the number of shares of the Target's Stock issued upon the exercise of the Stock Acquisition Rights during the period from November 1, 2021 to the date of filing of the 2Q Securities Report.)

  1. The number of shares (190,756 shares) underlying the Stock Acquisition Rights outstanding as of October 31, 2021 (127,878 rights) (according to the Target, comprising 26,960 First Stock Acquisition Rights (number of underlying shares: 53,920 shares), 16,118 Second Stock Acquisition Rights (number of underlying shares: 32,236 shares), 1,200 Third Stock Acquisition Rights (number of underlying shares: 2,400 shares), 18,600 Fourth Stock Acquisition Rights (number of underlying shares: 37,200 shares), and 65,000 Fifth Stock Acquisition Rights (number of underlying shares: 65,000 shares)) (*X+Y= 3,445,993 shares)
  2. The number of treasury shares owned by the Target as of November 15, 2021 (117 shares)

The Offeror has set the minimum number of tendered shares to be purchased in the Tender Offer at 2,297,400 shares (Shareholding Ratio: 66.67%), and if the total number of shares tendered in the Tender Offer (the "Tendered Shares") is less than the minimum number of tendered shares to be purchased in the Tender Offer, the Offeror will purchase none of the Tendered Shares. Meanwhile, with the intention of making the Target a wholly-owned subsidiary of the Offeror, the Offeror has not set the maximum number of tendered shares to be purchased in the Tender Offer, and if the total number of the Tendered Shares is no less than the minimum number of tendered shares to be purchased in the Tender Offer, the Offeror will purchase all of the Tendered Shares. The minimum number of tendered shares to be purchased in the Tender Offer (2,297,400 shares) is the number of shares (2,297,400 shares) equivalent to the number of voting rights (22,974) obtained by multiplying the number of voting rights (34,458) pertaining to the Total Number of Shares Adjusted for Dilutive Shares (3,445,876 shares) by 0.6667, which is a decimal greater than two-thirds (2/3), and rounding up the fraction less than one of the calculation result.

As the purpose of the Tender Offer is for the Offeror to be the sole shareholder of the Target, such minimum number of tendered shares to be purchased in the Tender Offer was set to enable the Offeror to adopt alone a special resolution of the shareholders meeting as provided in Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same), thereby fulfilling alone the requirement for the implementation of the share consolidation procedures required to make the Target a wholly-owned subsidiary as described in "(II) Share consolidation" under "(5) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")" below. Since, as stated above, it is not envisaged that Stock

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Acquisition Right Holder will tender the Stock Acquisition Rights in the Tender Offer, if the Offeror acquires such number of shares of the Target's Stock as is not less than the minimum number of tendered shares to be purchased through the Tender Offer, the Offeror will hold two- thirds (2/3) or more of the total number of voting rights of all shareholders of the Target after the Tender Offer.

The Offeror plans to obtain, following the launch of the Tender Offer, a loan of up to 3.5 billion yen from Mitsui & Co., the wholly-owning parent company of the Offeror, and plans to apply the loan proceeds to the purchase fund for the Tender Offer and ancillary costs. The drawdown of the loan is not subject to any condition precedent, but the specific terms of the loan, including the due date for repayment and the interest rate, are to be determined in consultation with Mitsui & Co.

If the Offeror fails to acquire all shares of the Target's Stock (including the shares of the Target's Stock delivered upon exercise of the Stock Acquisition Rights, but excluding the treasury shares owned by the Target) and the Stock Acquisition Rights in the Tender Offer, the Offeror will implement, after the successful completion of the Tender Offer, the Squeeze-out Procedure (as defined in "(5) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")" below) to make the Target its wholly-owned subsidiary.

According to the "Notice Regarding Statement of Opinion in Favor of the Tender Offer for the Company's Stock by MBK Wellness Holdings & CO., LTD., and Recommendation for Tender" published by the Target on November 15, 2021 (the "Target's Press Release"), the Target resolved at its board of directors' meeting held on November 15, 2021 to express its opinion to support the Tender Offer for the Target's Stock and the Stock Acquisition Rights by the Offeror and to recommend that its shareholders tender their shares in the Tender Offer, while leaving it up to the Stock Acquisition Right Holders to decide whether or not to tender their Stock Acquisition Rights in the Tender Offer because the Stock Acquisition Right Purchase Price is scheduled to be 1 yen per Stock Acquisition Right. For details of the process of decision-making by the Target, see the Target's Press Release as well as "(I) Background and purposes of the Tender Offer and decision- making process leading to the implementation of the Tender Offer" under "(2) Background and purposes of the Tender Offer and decision-making process leading to the implementation of the Tender Offer and management policy after the Tender Offer" and "(V) Unanimous approval of all disinterested directors (including audit and supervisory committee members) of the Target" under "(4) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below.

(2) Background and purposes of the Tender Offer and decision-making process leading to the

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Mitsui & Co. Ltd. published this content on 15 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2021 08:29:06 UTC.

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