商船三井(9104) – Notice regarding the Result of the Tender Offer for Share Certificates, Etc. of DAIBIRU CORPORATION (Securities Code 8806)

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開示日時:2022/01/19 08:30:00

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損益

決算期 売上高 営業益 経常益 EPS
2018.03 165,239,300 2,268,400 2,384,300 -396.16
2019.03 123,407,700 3,771,900 3,852,000 217.09
2020.03 115,540,400 2,378,000 2,447,600 263.55
2021.03 99,142,600 -530,400 -1,203,600 750.66

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
9,370.0 7,676.0 6,392.475 3.41 3.15

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 9,838,000 9,838,000
2019.03 5,524,800 5,524,800
2020.03 10,072,300 10,072,300
2021.03 9,889,800 9,889,800

※金額の単位は[万円]

▼テキスト箇所の抽出

To whom it may concern: Company Name: Mitsui O.S.K. Lines, Ltd. Name of Representative: Takeshi Hashimoto [Translation] January 19, 2022 Representative Director, President Chief Executive Officer (Securities Code: 9104, the First Section of the Tokyo Stock Exchange) Makoto Inomoto, General Manager of Finance Division (Tel: 03-3587-7003) Contact: Notice regarding the Result of the Tender Offer for Share Certificates, Etc. of DAIBIRU CORPORATION (Securities Code 8806) Mitsui O.S.K. Lines, Ltd. (the “Tender Offeror”) resolved at its board of directors meeting held on November 30, 2021 to acquire the common stock (the “Target Company Shares”) of DAIBIRU CORPORATION (First Section of the Tokyo Stock Exchange, Inc. (the “TSE”), Securities Code: 8806, the “Target Company”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the “Act”) and implemented the Tender Offer from December 1, 2021 to January 18, 2022. The Tender Offeror hereby announces the result of the Tender Offer as follows. 1. Outline of the Purchase, Etc. (1) Name and Address of the Tender Offeror Mitsui O.S.K. Lines, Ltd. 1-1, Toranomon 2-chome, Minato-ku, Tokyo (2) Name of the Target Company DAIBIRU CORPORATION (3) Class of Share Certificates, Etc. to be Purchased, Etc. Shares of common stock 1 (4) Number of Share Certificates, Etc. to be Purchased Class of share certificates, etc. Number of share certificates, etc. to be purchased Minimum number of share certificates, etc. to be purchased Maximum number of share certificates, etc. to be purchased Common stock 55,156,001 shares 16,928,034 shares – shares Total 55,156,001 shares 16,928,034 shares – shares (Note 1): (Note 2): If the total number of share certificates, etc. tendered in the Tender Offer (the “Tendered Share Certificates, Etc.”) is less than the minimum number of the share certificates, etc. to be purchased (16,928,034 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of Tendered Share Certificates, Etc. is equal to or more than the minimum number of the share certificates, etc. to be purchased (16,928,034 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc. In the Tender Offer, the Tender Offeror has not set a maximum number of share certificates, etc. to be purchased, and thus the number of share certificates, etc. to be purchased is stated as the maximum number of Target Company Shares to be purchased by the Tender Offeror in the Tender Offer (55,156,001 shares). The maximum number of share certificates, etc. to be purchased in the Tender Offer is the number of shares (55,156,001 shares) representing (i) the total number of issued shares (115,051,049 shares) of the Target Company as of September 30, 2021, as stated in the “Q2 Report for the 150th fiscal year” filed by the Target Company on November 12, 2021 (the “Target Company’s Quarterly Report”), minus (ii) the 367,282 treasury shares held by the Target Company as of September 30, 2021 and the number of Target Company Shares (59,527,766 shares) held by the Tender Offeror as of November 30, 2021. (Note 3): Shares less than one unit are also subject to the Tender Offer. If a right to demand purchase of shares less than one unit is exercised by a shareholder in accordance with the Companies Act (Law No. 86 of 2005, as amended), the Target Company may purchase its own treasury shares during the tender offer period of the Tender Offer (the “Tender Offer Period”) in accordance with procedures under laws and regulations. (Note 4): The Tender Offeror does not intend to acquire the treasury shares held by the Target Company through the Tender Offer. (5) Tender Offer Period (i) Tender Offer Period at Time of Filing of Statement From December 1, 2021 (Wednesday) to January 18, 2022 (Tuesday) (30 business days) 2 Trust beneficiary certificates for share certificates, etc. ( ) Depositary receipts for share certificates, etc. ( ) (Total number of latent share certificates, etc.) – – – (4) Ownership Ratio of Share Certificates, Etc. After Tender Offer Total 35,200,639 35,200,639 – – – Number of voting rights represented by the share certificates, etc. held by the Tender Offeror before the Tender Offer Number of voting rights represented by the share certificates, etc. held by specially related parties before the Tender Offer Number of voting rights represented by the share certificates, etc. held by the Tender Offeror after the Tender Offer Number of voting rights represented by the share certificates, etc. held by specially related parties after the Tender Offer Total number of voting rights of all shareholders, etc. of the Target Company 595,277 voting rights (Ownership ratio of share certificates, etc. before the Tender Offer: 51.91%) 0 voting rights (Ownership ratio of share certificates, etc. before the Tender Offer: 0.00%) 947,284 voting rights (Ownership ratio of share certificates, etc. after the Tender Offer: 82.60%) 0 voting rights (Ownership ratio of share certificates, etc. after the Tender Offer: 0.00%) 1,146,404 voting rights Note 1: “Number of voting rights represented by the share certificates, etc. held by specially related parties before the Tender Offer” and “Number of voting rights represented by the share certificates, etc. held by specially related parties after the Tender Offer” state the total number of voting rights represented by share certificates, etc. held by each specially related party (except for persons excluded from specially related 4 parties under Article 3(2)(i) of the Cabinet Ordinance for the purpose of calculating the ownership ratio of share certificates, etc. under each item of Article 27-2(1) of the Act). Note 2: “Total number of voting rights of all shareholders, etc. of the Target Company” is the number of voting rights of all shareholders, etc. of the Target Company as of September 30, 2021 stated in the Target Company’s Quarterly Report submitted by the Target Company on November 12, 2021. However, since the shares less than one unit are subject to the Tender Offer, when calculating “Ownership ratio of share certificates, etc. before the Tender Offer” and “Ownership ratio of share certificates, etc. after the Tender Offer,” the number of voting rights (1,146,837) represented by 114,683,767 shares, which is the total number of issued shares (115,051,049 shares) of the Target Company as of September 30, 2021 stated in the Target Company’s Quarterly Report less the number of treasury shares held by the Target Company (367,282 shares) as of September 30, 2021, is used as “Total number of voting rights of all shareholders, etc. of the Target Company.” Note 3: “Ownership ratio of share certificates, etc. before the Tender Offer” and “Ownership ratio of share certificates, etc. after the Tender Offer” have been rounded to two decimal places. (5) Calculation in the Case of Tender Offer Using Pro Rata Method Not applicable (6) Method of Settlement (Tender offer agent) (A) Name and Address of Head Office of Financial Instruments Business Operator, Bank, Etc. in Charge of Settlement of Tender Offer SMBC Nikko Securities Inc. 3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo (B) Commencement Date of Settlement January 25, 2022 (Tuesday) (C) Method of Settlement A notice regarding the purchase under the Tender Offer will be mailed to the address or location of a shareholder who accepts the offer for purchase of share certificates, etc. or offers share certificates, etc. for sale through the Tender Offer (“Tendering Shareholder, Etc.”) (or the standing proxy in the case of non-resident shareholders, etc.) without delay after the expiration of the Tender Offer Period. If Tendering Shareholders, online (https://trade.smbcnikko.co.jp/), the notice will be delivered by electromagnetic means. certificates, tender share their Etc. etc. The purchase will be settled in cash. The tender offer agent will remit the sales proceeds of the share certificates, etc. purchased to the address designated by the Tendering Shareholders, Etc. (or the standing proxy in the case of non-resident 5 shareholders, etc.) in accordance with the instructions given by the Tendering Shareholders, Etc. (or the standing proxy in the case of non-resident shareholders, etc.) and without delay after the commencement date of the settlement. 3. Policy After the Tender Offer and Future Prospects (1) Policy After the Tender Offer The policy and the like after the Tender Offer has not changed from the details stated in “Notice regarding Commencement of the Tender Offer for Share Certificates, Etc. of DAIBIRU CORPORATION (Securities Code 8806)” announced on November 30, 2021. (2) Future Prospects The Tender Offeror is currently investigating the effects of the Tender Offer on the performance of the Tender Offeror. The Tender Offeror will promptly disclose amendments to prospects for the future performance and any other matters to be announced (if any). 4. Locations of Copies of Tender Offer Report Made Available to Public Head Office, Mitsui O.S.K. Lines, Ltd. 1-1 Toranomon 2-chome, Minato-ku, Tokyo Tokyo Stock Exchange, Inc. 2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo End 6 US Regulations Unless otherwise specified, all procedures relating to the Tender Offer are to be implemented entirely in Japanese. All or part of the documents regarding the Tender Offer will be prepared in English. However, if there is any discrepancy between the documents in English and those in Japanese, the documents in Japanese shall prevail. This press release and its reference documents include forward-looking statements. Actual results might be substantially different from the predictions expressed or implied as forward-looking statements herein due to known or unknown risks, uncertainties, or any other factors. Neither the Tender Offeror, the Target Company, nor any of their affiliates guarantees that the results expressed or implied as forward-looking statements will be ultimately achieved. The forward-looking statements contained in this press release or its reference documents have been prepared based on the information possessed by the Tender Offeror as of the date hereof, and, unless otherwise required under applicable laws and regulations, neither the Tender Offeror, the Target Company, nor any of their affiliates assumes any obligation to update or revise such statements to reflect any future events or circumstances. 7

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