TMCnet News
Announcement Regarding Amendments to the Press Release titled "Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)" due to Changes of Conditions of Tender OfferSapporo GK: November 29, 2019 To all parties concerned
While Sapporo GK (hereinafter referred to as the "Tender Offeror") commenced the tender offer for the common shares of UNIZO Holdings Company, Limited (Code No.: 3258, Tokyo Stock Exchange) (hereinafter referred to as "Target (News - Alert)") on August 19, 2019 (hereinafter referred to as the "Tender Offer"), the Tender Offeror decided as of today to change the conditions of purchase, etc. through the Tender Offer. Accordingly, the Tender Offeror hereby announces that the amendments shall be made to the "Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)" dated August 16, 2019 (including the portions amended by the "Announcement Regarding Amendments to the Press Release titled 'Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)' due to Changes of Conditions of Tender Offer" dated September 5, 2019, September 20, 2019, October 2, 2019, October 17, 2019, October 25, 2019, November 11, 2019 and November 15, 2019, respectively), as follows: Particulars: Portions to be amended are underlined. 1. Purpose, Etc. of Tender Offer, Etc. (1) Overview of the Tender Offer <Before amendment> <Omitted> In the meantime, the Tender Offeror has been carefully considering various factors, including the status of tenders by the Target's shareholders for the Tender Offer, the existence of proposals made to the Target by third parties other than the Tender Offeror, the most recent market price of the Target Shares and the share value calculated by the Target's independent valuation advisors, from a comprehensive perspective (For specific circumstances, please refer to the following descriptions), and on November 15, 2019, it was decided to change the Tender Offer Price (as defined below) to JPY4,100 from JPY4,000. Accordingly, the tender offer period was determined to be extended to November 29, 2019, which is the day when the period of ten (10) business days will have elapsed counting from November 15, 2019 on which the Amendment to the TOB Registration Statement regarding such change was filed, pursuant to applicable laws and regulations (together with the above-mentioned change of the Tender Offer Price, hereinafter referred to as the "6th Change of Tender Offer Conditions"). An outline of the factors considered by the Tender Offeror before its determination to change the Tender Offer Price is as follows: (I) Tender Offeror continues to seek a successful completion of the Tender Offer and, taking into consideration the status of tenders by the Target's shareholders for the Tender Offer, it is necessary to increase the Tender Offer Price in order for more shareholders of the Target to tender their shares into the Tender Offer. (II) None of the analyses as to the corporate value of the Target, nor the analyses of the possibility of business cooperation between Fortress and the Target, as well as the economic effect, etc. of such cooperation, conducted by the Tender Offer before the commencement of the Tender Offer has changed. (III) According to the "Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited" released by the Target on August 16, 2019, the value-per-share range of the Target Shares calculated by the discounted cash flow method by three (3) independent third-party valuation advisors (i.e., KPMG FAS Co., Ltd., ZECOO Partners Inc. and Benedi Consulting Co., Ltd.) is as follows: KPMG FAS Co., Ltd.: JPY3,640 - JPY4,537 (Middle Price: JPY4,089) ZECOO Partners Inc.: JPY3,680 - JPY4,420 (Middle Price: JPY4,050) Benedi Consulting Co., Ltd.: JPY3,565 - JPY4,705 (Middle Price: JPY4,135) (For reference: Average of three advisors): JPY3,628 - JPY4,554 (Middle Price: JPY4,091) (Note) Although the share values per share of the Target Shares calculated by the Target's independent valuation advisors based on some methods other than the discounted cash flow method are stated in the above-mentioned "Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited", all of the valuation results based on such other methods are considered to be merely supplemental or referential value. Accordingly, in determining the change of the Tender Offer Price of this time, the value-per-share of the Target Shares based on any of such other methods was not taken into consideration. The same shall apply to (IV) below. (IV) JPY4,100 is within the value-per-share range of the Target Shares having been calculated by each of the valuation advisors set out in (III) above, and exceeds the average price of the Middle Price (JPY4,091). (V) While the closing price for Target Shares quoted on the First Section of the Tokyo Stock Exchange of the business day immediately preceding the day on which this Amendment to the TOB Registration Statement was filed was JPY4,950, the Tender Offeror views the sharp increase in the market price of the Target Shares to be merely temporary and that the current market price is not reflective of the objective value of the Target Shares mainly for the following reasons: (i) According to the "Notice of Result of Analysis Regarding Third-Party Takeover Offer" announced by the Target on September 27, 2019 and October 10, 2019, respectively, after the commencement of the Tender Offer, the Target received acquisition proposals from The Blackstone Group (a fund operated or advised by Blackstone Singapore Pte. Ltd. or its affiliate; hereinafter referred to as "Blackstone"). Also, according to the "Notice Regarding Position Statement on Intent of Blackstone to Launch Tender Offer for Shares of UNIZO Holdings Company, Limited Subject to UNIZO Consent" announced by the Target on October 16, 2019, Blackstone posted on the website of PR TIMES its intention to commence a tender offer (the "Competing TOB") for the Target's Shares at JPY5,000 per share on the condition that the Target consent to the Competing TOB and that an agreement setting forth certain terms is entered into by and between Blackstone and the Target (Provided, however, that any specific timing of the commencement of the Competing TOB was not mentioned therein). We assume that due to such situations, expectations that the Competing TOB might be actually commence were placed on the market, at the proposed tender offer price announced by Blackstone, regardless of the fact that commencement of the Competing TOB was conditional and that no announcement was made as to the official decision on and the specific timing for the commencement of the Competing TOB. (ii) According to the "Notice of Continuation of Discussions Pertaining to Takeover Offer by Blackstone for UNIZO Holdings Company, Limited" announced by the Target on November 7, 2019, Blackstone has not received the Target's consent regarding the Competing TOB and that Blackstone and the Target have not entered into an agreement as of the date of such notice. Thereafter, as no additional announcement was made by the Target or Blackstone until the date of the filing of this Amendment to the TOB Registration Statement, to the best of the Tender Offeror's knowledge, none of the conditions for the commencement of the Competing TOB set by Blackstone have been fulfilled as of the date of the filing of this Amendment to the TOB Registration Statement. (iii) So far as the Tender Offeror is aware, the Competing TOB was not commenced and no announcement was made by Blackstone or the Target as to the official decision on, nor the specific timing for, the commencement of a Competing TOB as of the date of the filing of this Amendment to the TOB Registration Statement. Therefore, so far as the Tender Offeror recognizes, it is still unclear whether or not any Competing TOB will actually be conducted. <After amendment> <Omitted> In the meantime, the Tender Offeror has been carefully considering various factors, including the status of tenders by the Target's shareholders for the Tender Offer, the existence of proposals made to the Target by third parties other than the Tender Offeror, the most recent market price of the Target Shares and the share value calculated by the Target's independent valuation advisors, from a comprehensive perspective (For specific circumstances, please refer to the following descriptions), and on November 15, 2019, it was decided to change the Tender Offer Price (as defined below) to JPY4,100 from JPY4,000. Accordingly, the tender offer period was determined to be extended to November 29, 2019, which is the day when the period of ten (10) business days will have elapsed counting from November 15, 2019 on which the Amendment to the TOB Registration Statement regarding such change was filed, pursuant to applicable laws and regulations (together with the above-mentioned change of the Tender Offer Price, hereinafter referred to as the "6th Change of Tender Offer Conditions"). An outline of the factors considered by the Tender Offeror before its determination to change the Tender Offer Price included in the 6th Change of Tender Offer Conditions is as follows: (I) Tender Offeror continues to seek a successful completion of the Tender Offer and, taking into consideration the status of tenders by the Target's shareholders for the Tender Offer, it is necessary to increase the Tender Offer Price in order for more shareholders of the Target to tender their shares into the Tender Offer. (II) None of the analyses as to the corporate value of the Target, nor the analyses of the possibility of business cooperation between Fortress and the Target, as well as the economic effect, etc. of such cooperation, conducted by the Tender Offer before the commencement of the Tender Offer has changed. (III) According to the "Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited" released by the Target on August 16, 2019, the value-per-share range of the Target Shares calculated by the discounted cash flow method by three (3) independent third-party valuation advisors (i.e., KPMG FAS Co., Ltd., ZECOO Partners Inc. and Benedi Consulting Co., Ltd.) is as follows: KPMG FAS Co., Ltd.: JPY3,640 - JPY4,537 (Middle Price: JPY4,089) ZECOO Partners Inc.: JPY3,680 - JPY4,420 (Middle Price: JPY4,050) Benedi Consulting Co., Ltd.: JPY3,565 - JPY4,705 (Middle Price: JPY4,135) (For reference: Average of three advisors): JPY3,628 - JPY4,554 (Middle Price: JPY4,091) (Note) Although the share values per share of the Target Shares calculated by the Target's independent valuation advisors based on some methods other than the discounted cash flow method are stated in the above-mentioned "Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited", all of the valuation results based on such other methods are considered to be merely supplemental or referential value. Accordingly, in determining the change of the Tender Offer Price included in the 6th Change of Tender Offer Conditions, the value-per-share of the Target Shares based on any of such other methods was not taken into consideration. The same shall apply to (IV) below. (IV) JPY4,100 is within the value-per-share range of the Target Shares having been calculated by each of the valuation advisors set out in (III) above, and exceeds the average price of the Middle Price (JPY4,091). (V) While the closing price for Target Shares quoted on the First Section of the Tokyo Stock Exchange of the business day immediately preceding the day on which the Amendment to the TOB Registration Statement regarding the 6th Change of Tender Offer Conditions was filed was JPY4,950, the Tender Offeror views the sharp increase in the market price of the Target Shares to be merely temporary and that the current market price is not reflective of the objective value of the Target Shares mainly for the following reasons: (i) According to the "Notice of Result of Analysis Regarding Third-Party Takeover Offer" announced by the Target on September 27, 2019 and October 10, 2019, respectively, after the commencement of the Tender Offer, the Target received acquisition proposals from The Blackstone Group (a fund operated or advised by Blackstone Singapore Pte. Ltd. or its affiliate; hereinafter referred to as "Blackstone"). Also, according to the "Notice Regarding Position Statement on Intent of Blackstone to Launch Tender Offer for Shares of UNIZO Holdings Company, Limited Subject to UNIZO Consent" announced by the Target on October 16, 2019, Blackstone posted on the website of PR TIMES its intention to commence a tender offer (the "Competing TOB") for the Target's Shares at JPY5,000 per share on the condition that the Target consent to the Competing TOB and that an agreement setting forth certain terms is entered into by and between Blackstone and the Target (Provided, however, that any specific timing of the commencement of the Competing TOB was not mentioned therein). We assume that due to such situations, expectations that the Competing TOB might be actually commence were placed on the market, at the proposed tender offer price announced by Blackstone, regardless of the fact that commencement of the Competing TOB was conditional and that no announcement was made as to the official decision on and the specific timing for the commencement of the Competing TOB. (ii) According to the "Notice of Continuation of Discussions Pertaining to Takeover Offer by Blackstone for UNIZO Holdings Company, Limited" announced by the Target on November 7, 2019, Blackstone has not received the Target's consent regarding the Competing TOB and that Blackstone and the Target have not entered into an agreement as of the date of such notice. Thereafter, as no additional announcement was made by the Target or Blackstone until the date of the filing of the Amendment to the TOB Registration Statement regarding the 6th Change of Tender Offer Conditions, to the best of the Tender Offeror's knowledge, none of the conditions for the commencement of the Competing TOB set by Blackstone have been fulfilled as of the date of the filing of the Amendment to the TOB Registration Statement regarding the 6th Change of Tender Offer Conditions. (iii) So far as the Tender Offeror is aware, the Competing TOB was not commenced and no announcement was made by Blackstone or the Target as to the official decision on, nor the specific timing for, the commencement of a Competing TOB as of the date of the filing of the Amendment to the TOB Registration Statement regarding the 6th Change of Tender Offer Conditions. Therefore, so far as the Tender Offeror recognizes, it is still unclear whether or not any Competing TOB will actually be conducted. On October 15, 2019, Urchin Holdings I Pte. Limited (hereinafter referred to as "Urchin"), an affiliate of a fund managed and operated by Blackstone Real Estate, which is group company of Blackstone, posted on the website of PR TIMES a release titled "Blackstone Intends to Launch Tender Offer for Shares in UNIZO Holdings (Securities Code: 3258) at JPY5,000 per Share, subject to UNIZO Consent" (hereinafter referred to as the "1st Blackstone Release"). In this release Urchin announced its intention to cause its wholly-owned subsidiary to launch a Competing TOB at a price of JPY5,000 per share, subject to the Target's consent and entry into an agreement between Urchin and the Target regarding such Competing TOB and, if the Target did not consent to the Competing TOB or enter into an agreement with Urchin by October 23, 2019, that Urchin would assess all available options including the possibility of launching a Competing TOB. However, after this release, on October 23, 2019, which was the deadline specified in the 1st Blackstone Release for the Target to consent and enter into an agreement with respect to the Competing TOB, Urchin announced the extension of the deadline for the Target' to consent and enter into an agreement with respect to the Competing TOB to October 28, 2019, by posting the press release titled "Blackstone Announces Extension of Deadline for UNIZO Holdings (Securities Code: 3258) to Consent and Enter Agreement Blackstone Offer" (hereinafter referred to as the "2nd Blackstone Release"). Thereafter, on October 28, 2019, which was the deadline specified in the 2nd Blackstone Release for the Target to consent and enter into an agreement with respect to the Competing TOB, Urchin announced the further extension of the deadline for the Target to consent and enter into an agreement with respect to the Competing TOB to November 6, 2019, by posting the press release titled "Blackstone Announces Additional Extension of Deadline for UNIZO Holdings (Securities Code: 3258) to Consent and Enter Agreement to Blackstone Offer" (hereinafter referred to as the "3rd Blackstone Release"). Nonetheless, on November 7, 2019 which was the deadline specified in the 3rd Blackstone Release for the Target to consent and enter into agreement with respect to the Competing TOB, Urchin announced that Blackstone entered an assessment period after expiration of the deadline for the Target to consent and enter into an agreement with respect to the Competing TOB by posting the press release titled "Blackstone Enters Assessment Period after Expiration of Deadline for UNIZO Holdings (Securities Code: 3258) to Consent and Enter Agreement to Blackstone Offer". Also, on November 18, 2019, Urchin announced the extension of the assessment period for further discussions with the Target by posting the press release titled "Blackstone Announces Extension of Assessment Period for Further Discussions with UNIZO Holdings (Securities Code: 3258)". In addition, on November 22, Urchin announced the extension of the assessment period for further discussions with the Target and stated that, if there were material changes in the circumstances regarding UNIZO, Blackstone would provide an update by December 6, 2019, by posting the press release titled "Blackstone Announces Additional Extension of Assessment Period for Further Discussions with UNIZO Holdings (Securities Code: 3258)". Furthermore, on November 28, Urchin announced that Urchin was unable to reach a definitive agreement with the Target as of the date of such announcement by posting the press release titled "Blackstone Announces Update on Discussions with UNIZO Holdings (Securities Code: 3258)". However, the Tender Offeror believes that the specific reasons for the extensions and the progress of the discussions were not made clear in the foregoing press releases. Thereafter, the Target released three press releases, on November 18, 2019, November 24, 2019 and November 28, 2019, respectively, each titled "Notice of Continuation of Discussions Pertaining to Takeover Offer by Blackstone for UNIZO Holdings Company, Limited". In such press releases, the Target announced that it would continue discussions with Blackstone.] Under such situation, the Target released a press release titled "Regarding Status of Discussions with Candidate Sponsors Pertaining to Tender Offer" on November 24, 2019 (hereinafter referred to as the "November 24 Press Release"), and in such press release, the Target announced that it had received, in addition to the proposals of acquisition from the Tender Offeror and Blackstone, expressions of intention for acquisition from multiple other candidate sponsors and that as of such date, it has held discussions with the Tender Offeror, five (5) other foreign funds including Blackstone, one (1) Japanese fund, and one (1) Japanese non-financial company as sponsors. None of these candidate sponsors were named (other than the Tender Offeror and Blackstone) and none of the candidate sponsors (other than the Tender Offeror and Blackstone) has submitted any proposal, and disclosed the status of discussions with each candidate sponsor. For details, please refer to the November 24 Press Release. Prior to the announcement of the November 24 Press release, in the "Notice of Result of Analysis Regarding Third-Party Takeover Offers" dated October 10, 2019, the Target announced that other two parties, namely Blackstone and a "fund acknowledged in Japan", in addition to the Tender Offeror, had made acquisition proposals. Based on such assumption, it was understood that three parties in total had made acquisition proposals. The Tender Offeror believes that the shareholders of the Target would have considered and/or determined whether to apply for the Tender Offer based on such situation and the status of discussions to be made thereafter between the Target and Blackstone. However, as the contents of the November 24 Press Release including the above are considered to fall within the ambit of "occurrence of material facts to be stated in the TOB registration statement" because the November 24 Press Release revealed that the Target had received expressions of intention at a certain level from six (6) candidate sponsors (however, it is not clear from the disclosure in the November 24 Press Release whether the above-mentioned "fund acknowledged in Japan" is included in these candidate sponsors) other than the Tender Offeror and Blackstone, although such expressions are not formal proposals, and had been having discussions with eight (8) candidate sponsors including the Tender Offeror and Blackstone, that is, in the opinion of the Tender Offeror, the competitive environment surrounding the Tender Offer had been materially changed, and the foregoing would be material information for the shareholders of the Target to make decisions on whether or not to apply for the Tender Offer, the Tender Offeror, pursuant to applicable laws and regulations, filed an Amendment to the TOB Registration Statement to the Director-General of the Kanto Local Finance Bureau and, accordingly, the tender offer period was extended to December 13, 2019, which is the last day of the ten (10) business day period following November 29, 2019, the date on which such Amendment was filed (hereinafter referred to as the "7th Change of Tender Offer Conditions"). (3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer (V) Ensuring of Objective Circumstances to Secure Fairness of Tender Offer Price <Before amendment> <Omitted> In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, to 51 business days after the 3rd Change of Tender Offer Conditions, to 56 business days after the 4th Change of Tender Offer Conditions, to 60 business days after the 5th Change of Tender Offer Conditions, and thereafter, to 70 business days after the 6th Change of Tender Offer Conditions). We intend to ensure the fairness of the Tender Offer by having a comparatively long tender offer period in order to provide the shareholders of the Target with an appropriate opportunity to consider whether or not to apply for the Tender Offer, as well as to ensure that any party other than the Tender Offeror will have an opportunity to make a competing tender offer for Target Shares. Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but then changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 15 (Friday) after the 5th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions. <After amendment> <Omitted> In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, to 51 business days after the 3rd Change of Tender Offer Conditions, to 56 business days after the 4th Change of Tender Offer Conditions, to 60 business days after the 5th Change of Tender Offer Conditions, to 70 business days after the 6th Change of Tender Offer Conditions, and thereafter, to 80 business days after the 7th Change of Tender Offer Conditions). We intend to ensure the fairness of the Tender Offer by having a comparatively long tender offer period in order to provide the shareholders of the Target with an appropriate opportunity to consider whether or not to apply for the Tender Offer, as well as to ensure that any party other than the Tender Offeror will have an opportunity to make a competing tender offer for Target Shares. Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but then changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 15 (Friday) after the 5th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to December 13 (Friday) after the 7th Change of Tender Offer Conditions. 2. Outline of Tender Offer (2) Schedule, Etc. (II) Anticipated Tender Offer Period at the time of filing of the Notification <Before amendment> From August 19, 2019 (Monday) to November 29, 2019 (Friday) (70 business days) <After amendment> From August 19, 2019 (Monday) to December 13, 2019 (Friday) (80 business days) (8) Settlement Method (II) Commencement Date of Settlement <Before amendment> December 6, 2019 (Friday) <After amendment> December 20, 2019 (Friday) End
View source version on businesswire.com: https://www.businesswire.com/news/home/20191202005683/en/ |
