Press Releases 2013

2. Overview of the Purchase, etc.

(1) Outline of the Target Company

1 Name GungHo Online Entertainment, Inc.
2 Address 3-8-1 Marunouchi, Chiyoda-ku, Tokyo
3 Name and Title of Representative Kazuki Morishita, Representative director, President and CEO
4 Business Description
  • Plan, development, operation and distribution of Internet online game
  • Plan and development of mobile content
  • Plan, development and sales of character goods
  • Plan, development and distribution of other entertainment content
5 Stated Capital JPY 5,332,504,000 (as of December 31, 2012)
6 Date of Incorporation July 1, 1998
7 Major Shareholders and Shareholding Rate
(as of December 31, 2012)
SoftBank BB Corp. 33.69%
Heartis Inc. 18.53%
ASIAN GROOVE GOUDOU GAISHA 14.49%
Japan Trustee Services Bank, Ltd. (Trust Account) 1.32%
Kazuki Morishita 1.31%
The Master Trust Bank of Japan, Ltd (Trust Account) 1.07%
BNY GCM CLIENT ACCOUNT JP RD AC ISG (FE-AC)
Standing proxy: Bank of Tokyo-Mitsubishi UFJ, Ltd
1.01%
Sun Chlorella Corporation 0.92%
Key Light, Inc. 0.86%
Osaka Securities Finance Co., Ltd. 0.56%
8 Relationship between the Company and the Target Company Capital Relationship There is no capital relationship between the Company and the Target Company to be specified. SoftBank BB, a fellow subsidiary of the Company owns 387,440 shares (Holding Rate: 33.63%) of the Target Company's Shares.
Personnel Relationship Mr. Norikazu Oba, assistant to the Manager of the finance Department and group manager of Finance Management of SoftBank, the ultimate parent company of the Company, concurrently serves as a director of the Target Company.
Business Relationship The Company records sales from the Target Company. The Company delegates advisory service to Heartis, whose 100% voting rights are indirectly held by Mr. Taizo Son, a representative chairman of the Target Company.
Status of Applicability to the Related Party The Target Company is an equity method affiliate of SoftBank, the ultimate parent company of the Company, and it applies to the related party of SoftBank.

(2) Schedule, etc.

(i) Schedule

Board of directors resolution March 25, 2013 (Monday)
Tender Offer commencement public announcement date April 1, 2013 (Monday)
A public notice will be given electronically, and a notice to that effect will be placed in the Nihon Keizai Shimbun.
(URL of the electronic public notice: http://info.edinet-fsa.go.jp/)
Tender Offer Notification filing date April 1, 2013 (Monday)

(ii) Notified initial period for purchases, etc.

From April 1, 2013 (Monday) to April 26, 2013 (Friday) (20 business days)

(iii) Possibility of extension at the Target Company's request

If an opinion statement report stating to the effect that the Target Company requests an extension of the period for purchases, etc. (the “Tender Offer Period”) is filed by the Target Company in accordance with Article 27-10, Paragraph 3, of the Act, the Tender Offer Period will be extended by 30 business days to May 15, 2013 (Wednesday).

(3) Price for Purchases, etc.

Ordinary shares JPY 340,276 per share

(4) Basis, etc., for Calculation of Price for Purchases, etc.

(i) Basis for calculation

In determining the Tender Offer Price, the Company adopted a policy of determining a price agreeable to both the Company and Asian Groove, a shareholder that has agreed to tender its shares, with reference to the average closing price of the Target Company's Shares. The Company took account of the fact that the Target Company is listed on the JASDAQ market, held discussions and negotiations with Asian Groove while referring to the simple average closing price of the Target Company's Shares (JPY 3,402,760; the Target Company's Share Price after Dilution by Share Split, JPY 340,276) over the period from February 15, 2013, being the day after the Target Company announced its financial statements for the fiscal year ended December 2012, to March 22, 2013, and ultimately on March 25, 2013, determined the Tender Offer Price to be JPY340,276.

The Tender Offer Price of JPY 340,276 represents

  • a price discounted by 26.35% against the Target Company's Share Price after Dilution by Share Split (JPY 462,000) according to the closing price (JPY 4,620,000) of the Target Company's Shares on the JASDAQ market on March 22, 2013, being the business day before the announcement date of the Tender Offer,
  • a price discounted by 7.45% against the Target Company's Share Price after Dilution by Share Split (JPY 367,679) according to the simple average closing price (JPY 3,676,789) for the 1-month period before that date (from February 25, 2013, to March 22, 2013),
  • a price containing a premium of 54.22% against the Target Company's Share Price after Dilution by Share Split (JPY 220,644) according to the simple average closing price (JPY 2,206,438) for the 3-month period before that date (from December 25, 2012, to March 22, 2013), and
  • a price containing a premium of 159.30% against the Target Company's Share Price after Dilution by Share Split (JPY 131,228) according to the simple average closing price (JPY 1,312,277) for the 6-month period before that date (from September 24, 2012, to March 22, 2013).

In the Company's judgment, which is based on information relating to the business of the Target Company that the Company has a reasonable grasp of as a SoftBank affiliate accounted for under the equity method because SoftBank BB, all of the voting rights of which are owned by SoftBank, the Company's ultimate parent company, holds 387,440 shares of the Target Company's Shares (Holding Rate: 33.63%), a price for the Target Company's Shares that the Company could suppose would be a price equal to or greater than the Tender Offer Price, so in determining the Tender Offer Price, the Company has not obtained a calculation report from a third-party calculation institution.

(ii) Background to calculation
Background to determining the Tender Offer Price

It is expected that the number of smartphone users will be three-fold and the number of tablet sold will be six-fold in 5 years in Japan, and the way to access the Internet is shifting from PC to mobile device globally. At the same time, further fierce competition in the mobile communications business is expected due to the diversification of smartphones and growing price and service competition. Against this background, enhancement of mobile content such as video, electronic books, and games is becoming even more important in the mobile communications business in addition to the further expansion of network, a wide variety of smartphones and tablets, the expansion of cloud services, and optimization of various services including eCommerce to mobile devices. The Company believes that attractive service and content itself can contribute to our revenue and also be a great differentiator in the mobile communications service, which will ultimately lead to a further increase in data communication revenue.

With this understanding, the Company recognized the importance of enhancing mobile content by combining smartphone-focused development capability and infrastructure held by the SoftBank Mobile Group and planning and creating capability in the smartphone game industry held by the Target Company to further improve the efficiency in operation of the mobile communications business, profitability and competitiveness. As a result, the Company came to the conclusion that it is necessary to establish a direct capital relationship with the Target Company. In addition, it is not only important for the Company but also for the SoftBank Group, which has based its business growth on the Internet, to address the environmental change caused by online devices, enhance content lineup catering to the market's various needs, and strengthen the content distribution capability of the SoftBank Group. This also led to the conclusion to enhance the capital relationship with the Target Company.

It is also expected that enhancing the capital relationship with the Target Company and utilizing the global management resources held by the SoftBank Group will contribute to the revenue and the expansion of distribution channels of online and smartphone games, and allow the Target Company, the Company and the SoftBank Group to enhance their revenue base and enterprise value.

Under these circumstances, the Company initiated discussion on the Transaction with the Target Company in the latter half of February, 2013, and had several meetings on this matter thereafter. As a result, the Company came to the conclusion that further growth in the global market can be expected by establishing the direct capital relationship through additional investment in the Target Company by the Company, which would allow the Target Company to utilize the global management resource held by the SoftBank Group and, therefore, further enhancement of the revenue base and the enterprise value of the Target Company, the Company and the SoftBank Group will be enabled, so the Company resolved to undertake this transaction at its board of directors meeting on March 25, 2013.

In determining the Tender Offer Price, the Company adopted a policy of determining a price agreeable to both the Company and Asian Groove, a shareholder that has agreed to tender its shares, with reference to the average closing price of the Target Company's Shares. The Company took account of the fact that the Target Company is listed on the JASDAQ market, held discussions and negotiations with Asian Groove while referring to the simple average closing price of the Target Company's Shares (JPY 3,402,760; the Target Company's Share Price after Dilution by Share Split, JPY 340,276) over the period from February 15, 2013, being the day after the Target Company announced its financial statements for the fiscal year ended December 2012, to March 22, 2013, and ultimately on March 25, 2013, determined the Tender Offer Price to be JPY 340,276.

The Tender Offer Price of JPY 340,276 represents

  • a price discounted by 26.35% against the Target Company's Share Price after Dilution by Share Split (JPY 462,000) according to the closing price (JPY 4,620,000) of the Target Company's Shares on the JASDAQ market on March 22, 2013, being the business day before the announcement date of the Tender Offer,
  • a price discounted by 7.45% against the Target Company's Share Price after Dilution by Share Split (JPY 367,679) according to the simple average closing price (JPY 3,676,789) for the 1-month period before that date (from February 25, 2013, to March 22, 2013),
  • a price containing a premium of 54.22% against the Target Company's Share Price after Dilution by Share Split (JPY 220,644) according to the simple average closing price (JPY 2,206,438) for the 3-month period before that date (from December 25, 2012, to March 22, 2013), and
  • a price containing a premium of 159.30% against the Target Company's Share Price after Dilution by Share Split (JPY 131,228) according to the simple average closing price (JPY 1,312,277) for the 6-month period before that date (from September 24, 2012, to March 22, 2013).

In the Company's judgment, which is based on information relating to the business of the Target Company that the Company has a reasonable grasp of as a SoftBank affiliate accounted for under the equity method because SoftBank BB, all of the voting rights of which are owned by SoftBank, the Company's ultimate parent company, holds 387,440 shares of the Target Company's Shares (Holding Rate: 33.63%), a price for the Target Company's Shares that the Company could suppose would be a price equal to or greater than the Tender Offer Price, so in determining the Tender Offer Price, the Company has not obtained a calculation report from a third-party calculation institution.

Measures to Ensure Fairness in the Tender Offer and Measures to Avoid Conflicts of Interest

Please refer to (3) Measures to Ensure Fairness in the Tender Offer and Measures to Avoid Conflicts of Interest under 1. Purpose, etc., of the Purchase, etc. above.

(iii) Relationship with calculation institution

In determining the Tender Offer Price, the Company did not obtain a calculation report from a third-party calculation institution, so there is nothing applicable to note.

(5) Number of Share Certificates, etc., Scheduled to be Purchased

Number Scheduled to be Purchased Minimum Number Scheduled to be Purchased Maximum Number Scheduled to be Purchased
73,400 shares - 73,400 shares
[Notes]
  • *1If the total number of share certificates, etc., tendered does not exceed the maximum number of share certificates, etc., scheduled to be purchased (73,400 shares), the Company will purchase, etc., all of the tendered share certificates, etc. If the total number of share certificates, etc., tendered exceeds the maximum number of share certificates, etc., scheduled to be purchased (73,400 shares), the Company will purchase, etc., only some, or will not purchase, etc., any, of the excess shares, and the Company will take delivery in relation to the purchase, etc., of the share certificates, etc., and make any other such settlement by the proportional distribution provided for in Article 27-13, Paragraph 5, of the Act and Article 32 of the Ordinance.
  • *2There is a possibility that the Series 1 Options will be exercised by the last day of the Tender Offer Period, and the Target Company's Shares that would be issued as a result of any such exercise would also become subject to the Tender Offer.

(6) Changes in Share Certificates, etc., Holding Rates due to Purchase, etc.

Number of voting rights relating to share certificates, etc., held by the Tender Offeror before purchase, etc. - Share Certificates, etc., Holding Rate before purchase, etc.:
-%
Number of voting rights relating to share certificates, etc., held by special related parties before purchase, etc. 600,520 rights Share Certificates, etc., Holding Rate before purchase, etc.:
52.13%
Number of voting rights relating to share certificates, etc., held by the Tender Offeror after purchase, etc. 73,400 rights Share Certificates, etc., Holding Rate after purchase, etc.:
58.50%
Number of voting rights of all shareholders, etc., of the Target Company 114,981 rights  
[Notes]
  • *1The “number of voting rights relating to share certificates, etc., held by the Tender Offeror after purchase, etc.,” is the number of voting rights in the number of share certificates, etc., scheduled to be purchased in the Tender Offer.
  • *2The “number of voting rights relating to share certificates, etc., held by special related parties before purchase, etc.,” is the total of the number of voting rights relating to share certificates, etc., held by each special related party (however, this excludes any shares held by special related parties who are excepted from corresponding to special related parties under Article 3, Paragraph 2, Item 1, of the Ordinance in the calculation of the Share Certificates, etc., Holding Rate under any of the items of Article 27-2, Paragraph 1, of the Act). In the calculation of the “Share Certificates, etc., Holding Rate after purchase, etc.,” the number of voting rights (673,920 rights) calculated by adding the “number of voting rights relating to share certificates, etc., held by the Tender Offeror after purchase, etc.,” and the “number of voting rights relating to share certificates, etc., held by special related parties before purchase, etc.,” is used as the numerator.
  • *3Because the share certificates, etc., held by special related parties are also subject to the Tender Offer, if any are tendered by a special related party, the Company will purchase, etc., all or some of the share certificates, etc., tendered by the special related party. If the Company makes such a purchase, etc., then the “Share Certificates, etc., Holding Rate after purchase, etc.,” above will fall below 58.50%.
  • *4The “Number of voting rights of all shareholders, etc., of the Target Company” is the number of voting rights of all shareholders, etc., set out in the 16th Securities Report filed by the Target Company on March 22, 2013. However, because any Target Company's Shares issued as a result of the exercise of the Series 1 Options will also be subject to the Tender Offer, in the calculation of the “Share Certificates, etc., Holding Rate before purchase, etc.,” and “Share Certificates, etc., Holding Rate after purchase, etc.,” the number of voting rights (1,152,010 rights) relating to the Number of Shares After the Target Company's Share Split (1,152,010 shares) is calculated as the “number of voting rights of all shareholders, etc., of the Target Company,” which is based on the number of shares (115,201 shares; the Number of Shares After the Target Company's Share Split: 1,152,010 shares) calculated by adding (i) the total number of the Target Company's outstanding shares as at December 31, 2012 (114,981 shares; the Number of Shares After the Target Company's Share Split: 1,149,810 shares) set out in that Securities Report to (ii) the number of the Target Company's Shares (220 shares; the Number of Shares After the Target Company's Share Split: 2,200 shares) that are subject to the number of the Series 1 Options as at December 31, 2012 (44 options) that are set out in that Securities Report.

(7) Purchase Price JPY 24,976 million

[Note]
  • *The “purchase price” is the amount calculated by multiplying the number of share certificates, etc., scheduled to be purchased in the Tender Offer (73,400 shares) by the Tender Offer Price (JPY 340,276).

(8) Settlement Method

(i) Name and address of head office of financial instruments business operator or bank, etc., to settle the purchase, etc.

Mizuho Securities Co., Ltd
1-5-1 Otemachi, Chiyoda-ku, Tokyo

(ii) Settlement commencement date

May 7, 2013 (Tuesday)

[Note]
  • *If an opinion statement report stating to the effect that the Target Company requests an extension of the Tender Offer Period is filed by the Target Company in accordance with Article 27-10, Paragraph 3, of the Act, the settlement commencement date will be changed to May 21, 2013 (Tuesday).

(iii) Settlement method

Without delay after the conclusion of the Tender Offer Period, the Company will post to the address of each tendering shareholder, etc. (or, in the case of foreign shareholders, their standing proxies) a notice of purchase, etc., through the Tender Offer. Purchases will be made in cash. The sales price of the share certificates, etc., purchased will be remitted by the Tender Offer Agent, without delay after the settlement commencement date, to a location designated by the tendering shareholder, etc. (or, in the case of foreign shareholders, their standing proxies), in accordance with the instructions of the tendering shareholder, etc. (or, in the case of foreign shareholders, their standing proxies) or paid into the account held by the Tender Offer Agent for the tendering shareholder, etc.

(iv) Method for returning share certificates, etc.

If none or only some of the share certificates, etc., tendered are purchased in accordance with the conditions set out in (i) Conditions listed in Items of Article 27-13, Paragraph 4, of the Act or (ii) Conditions for Revocation, etc., of Tender Offer and Method of Disclosure of Revocation, etc., under (9) Other Conditions and Methods of Purchase, etc., below, the Tender Offer Agent will, promptly after the settlement commencement date (or, if the Tender Offer is revoked, etc., the date the revocation was made), return the share certificates, etc., that are required to be returned, in the condition that they were in when they were tendered.

(9) Other Conditions and Methods of Purchase, etc.

(i) Conditions listed in Items of Article 27-13, Paragraph 4, of the Act

If the total number of share certificates, etc., tendered does not exceed the maximum number of share certificates, etc., scheduled to be purchased (73,400 shares), the Tender Offeror will purchase, etc., all of the tendered share certificates, etc. If the total number of share certificates, etc., tendered exceeds the maximum number of share certificates, etc., scheduled to be purchased (73,400 shares), the Tender Offeror will purchase, etc., only some, or will not purchase, etc., any, of the excess shares, and the Tender Offeror will take delivery in relation to the purchase, etc., of the share certificates, etc., and make any other such settlement by the proportional distribution provided for in Article 27-13, Paragraph 5, of the Act and Article 32 of the Ordinance.

If the total number of shares to be purchased from tendering shareholders, etc., calculated by rounding off the number of shares where a fraction of a number of shares has arisen as a result of a calculation by proportional distribution will be less than the maximum of the share certificates, etc., scheduled to be purchased, the Tender Offeror will purchase 1 share certificate, etc., tendered per tendering shareholder, etc., in successive order starting from the tendering shareholder, etc., that has the largest number of shares that has been truncated because of the rounding off, until the maximum number of share certificates, etc., scheduled to be purchased is reached. However, if making a purchase, etc., by this method from all of multiple tendering shareholders, etc., that have an equal number of shares that have been truncated would result in the number of shares to be purchased exceeding the maximum number of share certificates, etc., scheduled to be purchased, then the Tender Offeror will determine a shareholder to make the purchase by lottery from among those tendering shareholders, etc., to the extent that the number of shares to be purchased does not fall below the maximum number of share certificates, etc., scheduled to be purchased.

If the total number of shares to be purchased from tendering shareholders, etc., calculated by rounding off the number of shares where a fraction of a number of shares has arisen as a result of a calculation by proportional distribution will exceed the maximum of the share certificates, etc., scheduled to be purchased, the Tender Offeror will reduce the number of shares to be purchased by 1 share per tendering shareholder, etc., in successive order starting from the tendering shareholder, etc., that has the largest number of shares that has been rounded up because of the rounding off, up until the point before the number of shares to be purchased, etc., falls below the maximum number of share certificates, etc., scheduled to be purchased. However, if reducing the number of shares to be purchased by this method from all of multiple tendering shareholders, etc., that have an equal number of shares that have been rounded up would result in the shares to be purchased falling below the maximum number of share certificates, etc., scheduled to be purchased, then the Tender Offeror will determine a shareholder to reduce the number of shares to be purchased by lottery from among those tendering shareholders, etc., to the extent that the number of shares to be purchased does not fall below the maximum number of share certificates, etc., scheduled to be purchased.

(ii) Conditions for Revocation, etc., of Tender Offer and Method of Disclosure of Revocation, etc.

If any of the matters arise that are provided for in Article 14, Paragraph 1, Item 1, Sub-items A through I or L through R or Item 3, Sub-items A through H or J, of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; as amended, the “Order”) or Items 3 through 6 of Paragraph 2 of that Article, the Tender Offeror might revoke, etc., the Tender Offer. In the context of the Tender Offer, examples of matters that correspond to the events listed in Article 14, Paragraph 1, Item 3, Sub-items A through I of the Order as provided for in Sub-item J of that Item are where a false statement concerning a material matter is found in a statutory disclosure document submitted by the Target Company in the past or where a statement of a material matter required to be included in such a document is found to have been omitted.

If the Tender Offeror is to revoke, etc., the Tender Offer, it will give an electronic public notice and will place a notice to that effect in the Nihon Keizai Shimbun. However, if it is difficult to give public notice by the last day of the Tender Offer Period, the Tender Offeror will make a public announcement in accordance with the method provided for in Article 20 of the Ordinance and then immediately give the public notice.

(iii) Conditions for reduction in price for purchases, etc., and method of disclosure of reduction

In accordance with Article 27-6, Paragraph 1, Item 1, of the Act, if the Target Company carries out an act provided for in Article 13, Paragraph 1, of the Order during the Tender Offer Period, the Tender Offeror might reduce the price for the purchases, etc., in accordance with the criteria provided for in Article 19, Paragraph 1, of the Ordinance.

If the Tender Offeror is to reduce the price for the purchases, etc., it will give an electronic public notice and will place a notice to that effect in the Nihon Keizai Shimbun. However, if it is difficult to give public notice by the last day of the Tender Offer Period, the Tender Offeror will make a public announcement in accordance with the method provided for in Article 20 of the Ordinance and then immediately give the public notice. If the Tender Offeror does reduce the price for the purchases, etc., the share certificates, etc., tendered on or before the day of the public notice will also be purchased at the reduced price.

(iv) Matters relating to tendering shareholders' right to cancel contracts

Any tendering shareholder, etc., may cancel its contract relating to the Tender Offer at any time during the Tender Offer Period. If you wish to do so, please attach your acknowledgement of receipt of offer to tender shares in tender offer to a written document stating to the effect that you are cancelling your contract relating to the Tender Offer (the “Cancellation Notice”) and deliver or send it to the head office or domestic branch office of the Tender Offer Agent that your share certificates, etc., were received at, by 3:00 P.M. on the last day of the Tender Offer Period. The cancellation will take effect when the Cancellation Notice is delivered to or reaches the Tender Offer Agent. Please therefore be careful to note that if you send a Cancellation Notice and it does not reach the Tender Offer Agent by 3:00 P.M. on the last day of the Tender Offer Period, you will not be able to cancel your contract.

Even if a tendering shareholder, etc., cancels its contract, the Tender Offeror will not bring a claim for payment of compensation or penalty against the tendering shareholder, etc. Furthermore, the Tender Offeror will bear the expenses required to return the share certificates, etc., tendered. If the Tender Offeror receives notice of a cancellation, it will return the share certificates, etc., tendered using the method set out in (iv) Method for returning share certificates, etc., under (8) Settlement Method above promptly upon completion of the procedures relating to the notice of cancellation.

(v) Method of disclosure in the event of amendment to purchase conditions etc.

The Tender Offeror might amend the purchase conditions, etc., during the Tender Offer Period, except for where doing so is prohibited under Article 27-6, Paragraph 1, of the Act and Article 13 of the Order. If the Tender Offeror is to amend a purchase condition, etc., it will give an electronic public notice about content of the amendment, etc., and will place a notice to that effect in the Nihon Keizai Shimbun. However, if it is difficult to give public notice by the last day of the Tender Offer Period, the Tender Offeror will make a public announcement in accordance with the method provided for in Article 20 of the Ordinance and then immediately give the public notice. If a purchase condition, etc., is amended, the share certificates, etc., tendered on or before the day of the public notice will also be purchased in accordance with the amended purchase condition, etc.

(vi) Method of disclosure in the event of filing of an amendment statement

If the Tender Offeror files an amendment statement, it will immediately give public announcement, by the method provided for in Article 20 of the Ordinance, of details in the statement that relate to details that were set out in the tender offer commencement public notice. It will also immediately amend the tender offer explanatory statement and amend and deliver the amended tender offer explanatory statement to tendering shareholders, etc., who had already received delivery of the pre-amendment tender offer explanatory statement. However, if the scope of the amendments is only minor, the Tender Offeror will make the amendments by preparing a document setting out the reasons for the amendments, the amended matters, and their details after amendment and delivering that document to tendering shareholders, etc.

(vii) Method of disclosure of results of the Tender Offer

The results of the Tender Offer will be publicly announced by the method provided for in Article 9-4 of the Order and Article 30-2 of the Ordinance on the day after the last day of the Tender Offer Period.

(viii) Other matters

The Tender Offer will not, whether directly or indirectly, be carried out in or aimed at the United States of America, make use of the United States postal service or any other such method or means of United States interstate or international commerce (including, without limitation, facsimile, e-mail, Internet communications, telex, or telephone), or, furthermore, be made through any United States securities exchange facility. The Tender Offer may not be accepted by any of the above methods or means, through any of the above facilities, or from within the United States of America.

In addition, no tender offer statement relating to the Tender Offer or any other related purchase documents will be distributed or disseminated in or to or from within the United States of America by mail or any other such method, and no such distribution or dissemination may be made. The Tender Offeror cannot accept any tendering of shares in the Tender Offer that directly or indirectly breaches any of the above limitations.

When tendering shares in the Tender Offer, tendering shareholders, etc. (or, in the case of foreign shareholders, their standing proxies) might be requested to represent and warrant to the Tender Offer Agent that the tendering shareholder

  • does not reside in the United States of America either at the time of tendering of shares in the Tender Offer or at the time of sending the offer to tender shares in tender offer,
  • has not received or sent, whether directly or indirectly, any information whatsoever relating to the Tender Offer (including any copies of any such information) in, to, or from within the United States of America,
  • has not used, whether directly or indirectly, the United States postal service or any other such method or means of United States interstate or international commerce (including, without limitation, facsimile, e-mail, Internet communications, telex, or telephone) or any securities exchange facility within the United States of America in relation to any purchase or the signing and delivering of the offer to tender shares in tender offer, and
  • is not a person acting as the representative, trustee, or appointee of another person without discretionary power (except for where that other person is giving instructions relating to a purchase from outside of the United States of America).

(10) Tender Offer Commencement Public Notice Date

April 1, 2013 (Monday)

(11) Tender Offer Agent

Mizuho Securities Co., Ltd
1-5-1 Otemachi, Chiyoda-ku, Tokyo

  • The information is true and accurate at the time of publication.
    Price, specification, contact and other information of products and service may be subjected to change. The information contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.