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| Press Release (English) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| [Note: This is a translation prepared only for your reference. Japan Banking Investment Partners, L.P., Tokyo Capital Management Partners, L.P., Cayman Strategic Partners, L.P. and Japan Blue Sky Capital Partners, L.P do not bear any responsibility for the accuracy of the translation. Please refer to and rely on the Japanese original version if there is any discrepancy.] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Announcement of the Results of the TOB
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| TOKYO (March 7, 2008) -- Japan Blue Sky Capital Partners, L.P., Japan Banking Investment Partners, L.P., Tokyo Capital Management Partners, L.P., and Cayman Strategic Partners, L.P. (collectively, the "Bidders") commenced the Tender Offer (the "TOB") to acquire shares and share purchase warrants (collectively, the "Shares") of The Tokyo Star Bank, Limited (the "Target Company") on February 5, 2008. The TOB was completed on March 6, 2008. The Bidders announce the results of the TOB as described below. 1. Outline of the TOB (announced on February 4, 2008) (1) Name and Address of the Bidders Japan Blue Sky Capital Partners, L.P. c/o Walkers SPV Limited, Walker House, 87 Mary Street George Town, Grand Cayman KY1-9002, Cayman Islands Japan Banking Investment Partners, L.P. c/o Walkers SPV Limited, Walker House, 87 Mary Street George Town, Grand Cayman KY1-9002, Cayman Islands Tokyo Capital Management Partners, L.P. c/o Walkers SPV Limited, Walker House, 87 Mary Street George Town, Grand Cayman KY1-9002, Cayman Islands Cayman Strategic Partners, L.P. c/o Walkers SPV Limited, Walker House, 87 Mary Street George Town, Grand Cayman KY1-9002, Cayman Islands (2) Name of the Target Company The Tokyo Star Bank, Limited (3) Type of Shares, etc. subject to the TOB Common stock First series share purchase warrants issued in accordance with the resolution of the 5th Ordinary Shareholders’ Meeting held on June 24, 2005 and resolution of the Board of Directors’ meeting held on December 12, 2005 (the "Share Purchase Warrants") (4) Number of Shares, etc. subject to the TOB
(Note 1) If the total number of the shares, etc tendered for the TOB (the "Tendered Shares") is less than the "Minimum Number of Shares, etc. Planned to be Purchased Converted into Number of Shares" (the "Number of Shares, etc. Planned to be Purchased", 524,999 shares), none of the Tendered Shares will be purchased. If the total number of Tendered Shares equals or exceeds the Number of Shares, etc. Planned to be Purchased (524,999 shares), all of the Tendered Shares will be purchased. (Note 2) The shares which are/are to be issued by exercising the Share Purchase Warrants by the last day of the TOB Period will be purchased through the TOB. (Note 3) Among the shares, etc., each Share Purchase Warrant is converted into five shares according to the issuing elements of the Share Purchase Warrants. (Note 4) Based on the figures described in the Semi-Annual Report for the 7th period filed by the Target Company on December 25, 2007, the maximum number of shares, etc to be purchased by the Bidders in the TOB will be 705,349 shares (the "Maximum Number of Shares, etc. to be Purchased"), obtained by (i) the total number of issued shares as of September 30, 2007 (700,000 shares), minus (ii) the number of shares of the Target Company currently held by the Bidders, which will not be purchased under the TOB (1 share), plus (iii) the maximum number of the Target Company’s shares issued or to be issued upon the exercise of the Share Purchase Warrants (5,350 shares). (Note 5) Japan Blue Sky Capital Partners, L.P., Japan Banking Investment Partners, L.P., Tokyo Capital Management Partners, L.P. and Cayman Strategic Partners, L.P. will purchase 11.43%, 24.90%, 21.71% and 41.97% of the Tendered Shares, respectively. However, Cayman Strategic Partners, L.P. will purchase the entire common stock less than one share which results from the allocation based on the above-mentioned ratio. (5) TOB Period From Tuesday February 5, 2008 to Thursday March 6, 2008 (22 business days) (6) TOB Price 360,000 yen per share of common stock and 1 yen per Share Purchase Warrant 2. Results of the TOB (1) Status of the Tender
(2) Success or Failure of the TOB As stated in the Public Notice of the Commencement of the Tender Offer and Tender Offer Registration Statement, since the total number of the Tendered Shares is not less than the Number of Shares, etc. Planned to be Purchased (524,999 shares), the Bidders will purchase all of the Tendered Shares. (3) Percentage of Ownership of Shares after the TOB
(Note 1) "Total Number of Voting Rights of All Shareholders of the Target Company" is based on the total number of voting rights of all shareholders as of September 30, 2007, as stated in the Semi-Annual Report for the 7th period filed by the Target Company on December 25, 2007. (Note 2) The breakdowns of the "Percentage of Ownership of Shares, etc. after the TOB" is as follows:
(Note 3) "Percentage of Ownership of Shares, etc. after the TOB" is rounded to two decimal points. (4) Calculation of the TOB by the Proportional Allocation Method Not applicable. (5) Funds Required for the TOB 248,265,420,000 yen (6) Settlement Procedure (i) Name and Location of Head Office of Financial Instruments Dealer, Bank, etc. to Settle the TOB
(ii) Commencement Date of Settlement Friday March 14, 2008 (iii) Settlement Procedure A written notice regarding purchase, etc. will be mailed to the address or location of each person who accepts the TOB or offers to sell shares, etc. with regard to the TOB (the "Tendering Shareholders, etc.") (or the address of the standing proxy in the case of shareholders, etc. residing outside of Japan, including corporate shareholders; collectively, "Non-Japanese Shareholders, etc.") without delay after the expiration of the TOB Period. Purchases shall be settled in cash. The tender offer agent or the sub-agent will remit to the place designated by each Tendering Shareholders, etc. (or by the standing proxy in the case of Non-Japanese Shareholders, etc.) or pay at the head office or a domestic branch of the tender offer agent or the sub-agent which accepted the tender, the sales price with regard to the shares, etc. purchased in accordance with the instructions given by the Tendering Shareholders, etc. without delay on or after the commencement date of settlement. 3. Place of Public Inspection of the copy of the Tender Offer Report Tokyo Stock Exchange, Inc. (2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo) 4. Policy, etc. after the TOB Although the Bidders could not acquire all of the common stock and Share Purchase Warrants of the Target Company through the TOB, the Bidders aim to acquire, in total, 100% of the issued shares of the Target Company in the manner described below. Specifically, the Bidders intend to acquire, in total, 100% of the issued shares of the Target Company in the following manner: (i) the Target Company will be converted into a corporation with class shares (shurui kabusiki hakkou gaisha) under the Corporate Act (Law No. 86 of 2005, as amended), (ii) all of the common shares of the Target Company shall be appended with a provision stating that the Target Company may acquire all of such shares (the "Wholly Call"), (iii) a different type of common share shall be distributed in exchange for all of such shares, (iv) shareholders who would receive fractional shares will receive cash obtained from the sale of shares corresponding to the aggregate number of such fractional shares in accordance with legally stipulated procedures. The Bidders will request the Target Company to hold a shareholders’ meeting to consider the matters mentioned in items (i) through (iii) above. The Bidders will independently approve each proposal at the shareholders’ meeting. If each procedure is implemented, the Target Company will acquire all common shares issued by it subject to the Wholly Call, and a different type of common shares will be distributed to the shareholders of the Target Company as consideration for such acquisition. An application for the listing of such different common shares will not be made. The Target Company’s shareholders who would receive only fractional shares will receive cash obtained from the sale of shares corresponding to the aggregate number of such fractional shares pursuant to the Corporate Act and the Enforcement Regulations of the Corporate Act (Ministry of Justice Regulation No. 12 of 2006, as amended). In this respect, the amount of cash to be distributed to these shareholders as a result of the sale of shares corresponding to the aggregate number of fractional shares, will be calculated based on the TOB price, unless any circumstance otherwise requires. This amount may differ from the TOB price due to the fluctuation of value caused by the lapse of time and other causes. The Bidders have requested the Target Company not to make year-end dividends (the "Year-end Dividends") for which the record date is the end of March 2008. Since the Bidders calculated the TOB price taking into consideration the expected amount of the Year-end Dividends, the economic effects of the shareholders who tender their shares for the TOB may differ from those of the shareholders who do not tender their shares for the TOB. Based on such difference of economic effects, the Bidders have requested the prevention of the occurrence of a difference between the tendering shareholders and non-tendering shareholders. The Target Company made an announcement on February 4, 2008 that it will not make Year-end Dividends in the case of successful completion of the TOB. The number of the Target Company’s shares to be delivered as consideration for the acquisition of common shares subject to the Wholly Call has not yet been determined as of the date of this press release. It is expected that the number of the Target Company’s shares to be delivered to the Target Company’s shareholders who did not tender their shares for the TOB, other than the Bidders, will be determined as a fraction less than one share so that the Bidders can acquire, in total, 100% of the Target Company’s issued shares. In connection with the amendment to the articles of incorporation to cause the common shares to be subject to the Wholly-Call, (1) the provisions of Articles 116 and 117 of the Corporate Act provide that shareholders may demand that the company purchase the shares held by such shareholders for the purpose of the protection of rights of minority shareholders, and (2) for the purpose similar to that of (1), if the shareholders’ meeting approves that the company will acquire all of the shares subject to the Wholly Call, shareholders may file a petition to the court for a determination of the purchase price of such shares in accordance with Article 172 of the Corporate Act and other provisions of the relevant laws. However, although the demand for the purchase of shares as mentioned in (1) above is considered a right of a "shareholder" for the purpose of provisions of the Corporate Act, the Target Company’s shareholders, other than the Bidders, who do not tender their shares for the TOB will receive only fractional shares less than one share of the Target Company, if all of the shares subject to the Wholly Call are acquired by the Target Company. Even if any person who receives only a fractional share less than one share exercises the demand for the purchase of shares and files a petition to the court for the determination of the purchase price pursuant to Article 117 of the Corporate Act, it is not necessarily unknown whether the person holding only fractional shares less than one share at the time of filing is allowed to file such petition for the determination of the purchase price as a "shareholder," because this issue will be ultimately determined by the court. In the case of the acquisition of all the shares subject to the Wholly Call as mentioned in (2) above, we believe that such problem as prescribed in (1) above will not occur, but it would be necessary to satisfy the requirements prescribed by the Corporate Act, including, the filing of a petition to the court within 20 days from the day of the shareholders’ meeting. The purchase price or acquisition price per share in the manner described in (1) or (2) may differ from the TOB price because the court makes the final decision. In making a demand or filing in accordance with this manner, each shareholder is required to confirm and determine the necessary procedures, etc. at his/her own responsibility. With respect to the manner under which (i) the Target Company will be converted into a corporation with class shares under the Corporate Act, (ii) all of the common shares of the Target Company shall be subject to the Wholly Call, and (iii) a different type of common share shall be distributed in exchange for all of such shares, there is some possibility that the Bidders will adopt an alternative manner with similar effects to the above-mentioned manner due to the relevant authorities’ interpretation of the related laws, and the shareholding ratio of the Bidders and of the Target Company’s shareholders, other than the Bidders, after the TOB. However, in such case, the Bidders will contemplate the adoption of a manner under which the Target Company’s shareholders, other than the Bidders, will finally receive the cash. With respect to the Share Purchase Warrants, if the Bidders can not purchase all of the Share Purchase Warrants of the Target Company, the Bidders will request the Target Company to take the necessary procedures for the extinguishment of the Share Purchase Warrants and there is some possibility that the Target Company takes the necessary procedures for the extinguishment of the Share Purchase Warrants. Subject to the number of shares ultimately acquired by the Bidders, the Target Company’s shares may be delisted from the Tokyo Stock Exchange, Inc. (the "TSE") in accordance with the procedures as provided in the securities listing regulations of the TSE, as the Bidders intend to acquire 100% of the issued shares of the Target Company through the TOB and subsequent procedures. Even if these regulations do not apply, the Target Company’s shares listed on the TSE will be delisted when the Target Company acquires all of its shares in accordance with the procedures as above. In the case of delisting, the Target Company’s shares will not be traded on the TSE and it is anticipated that it will be difficult to sell these shares in the future. The Bidders will not solicit the Target Company’s shareholders to vote for the proposal at the shareholders’ meeting as mentioned above by this press release. The above statement regarding the acquisition of all shares only presents the possibility as required by law, and may not necessarily be implemented. Please consult with your own tax consultants as to the tax treatment under the procedures mentioned above, when necessary for each shareholder.
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