Bloom 1 K.K.: Announcement of the Results of Tender Offer for Benesse Holdings, Inc. (Securities Code: 9783)
TOKYO–(BUSINESS WIRE)–Bloom 1 K.K. (the “Offeror”) announced on January 29, 2024 that it had decided to acquire common stock (the “Target Company Share”) of Benesse Holdings, Inc. (Securities code: 9783, Prime Market of Tokyo Stock Exchange, Inc.; the “Tokyo Stock Exchange”) (the “Target Company”) and depositary receipts for share certificates, etc., by way of tender offer (the “Tender Offer”) in accordance with the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “Act”) and has been conducting the Tender Offer since January 30, 2024, and now it hereby announces the results of the Tender Offer, which has been completed on March 4, 2024, as described below.
1. Overview of the Tender Offer and other details
(1) Name and Address of the Offeror
Company Name: Bloom 1 K.K.
Address: 37F Roppongi Hills Mori Tower, 10-1 Roppongi 6-chome, Minato-ku, Tokyo
(2) Target Company Name
Benesse Holdings, Inc.
(3) Class of Shares to be Purchased
(i) Common stock
(ii) Depositary receipts for share certificates, etc.
The American Depositary Shares (“ADSs”) with respect to the Target Company Shares deposited with Deutsche Bank Trust Company Americas, The Bank of New York Mellon, Citibank, N.A., and Convergex Depositary, Inc. (collectively, the “Depositary Banks”), which are issued in the U.S. by the Depositary Banks, and the American Depositary Receipts (“ADRs”) representing the same.
Note: According to the registration statements for ADRs (Form F-6EF) or post-effective amendments (Form F-6 POS) filed by Deutsche Bank Trust Company Americas on October 10, 2008, and September 29, 2017, by The Bank of New York Mellon on August 13, 2009, by Citibank, N.A. on March 15, 2012, and by Convergex Depositary, Inc. on October 15, 2014, with the U.S. Securities and Exchange Commission respectively, ADRs have been issued for the Target Company Shares and according to the Target Company, the Target Company was not involved in the issuance of the ADRs. Since the Offeror aims to acquire all of the Target Company Shares (excluding treasury shares owned by the Target Company and all of the Target Company Shares held by efu Investment Limited and Minamigata Holdings Ltd. and for which the parties have agreed not to tender to the Tender Offer (the “Untendered Shares”)) through the Tender Offer, the Offeror is required to solicit offers to sell all share certificates, etc. issued by the Target Company pursuant to the provisions of Article 27-2, Paragraph 5 of the Act and Article 8, Paragraph 5, Item (iii) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Order”), and the ADRs have been included in the class of share certificates, etc. to be purchased. On the other hand, as the ADRs are securities issued in the U.S., the Offeror has found it practically difficult for the Offeror, which resides in Japan, to acquire the ADRs through the Tender Offer, which will be conducted outside the U.S., because there is no financial instruments business operator, etc. that is capable of handling the ADRs as a tender offer agent. Therefore, in the Tender Offer, the Offeror accepts only tenders of the Target Company Shares and does not accept any tender of the ADRs, but the Offeror will accept tenders of the Target Company Shares for the ADRs.
(4) Number of Shares to be Purchased
Number of shares to be purchased
Minimum number of shares to be
purchased
Maximum number of shares to be
purchased
79,980,331 shares
47,818,900 shares
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Note 1
The Offeror will not purchase any of the Target Company Shares tendered to the Tender Offer (“Tendered Share Certificates, etc.”) if the aggregate number of the Tendered Share Certificates, etc. is less than the minimum number of shares to be purchased (47,818,900 shares).
Note 2
In the Tender Offer, the Offeror has not set a maximum number of shares to be purchased, so the number of shares to be purchased stated above is the maximum number of Tendered Share Certificates, etc. that can be acquired by the Offeror through the Tender Offer (79,980,331 shares). This maximum number is the total number of outstanding shares of the Target Company as of September 30, 2023 (102,648,129 shares), as stated in the Quarterly Report for the Second Quarter of the 70th Term (“Target Company Quarterly Financial Results”) submitted by the Target Company on November 14, 2023, minus the treasury shares owned by the Target Company (6,163,798 shares) as of September 30, 2023, as set out in the Target Company Quarterly Financial Results and the Untendered Shares (16,504,000 shares).
Note 3
Shares less than one unit are also subject to the Tender Offer. If a right to request a purchase of shares less than one unit is exercised by the Target Company’s shareholders in accordance with the Companies Act (Act No. 86 of 2005, l948, as amended), the Target Company may purchase its own shares less than one unit during the period of purchase, etc. in the Tender Offer (the “Tender Offer Period”) in accordance with procedures required by laws and regulations.
Note 4
The Offeror does not intend to acquire any treasury shares held by the Target Company in the Tender Offer.
(5) Period of Purchase
(i)Period for the Purchase, Etc.
From January 30, 2024 (Tuesday), until March 4, 2024 (Monday) (23 business days)
(ii)Possibility of extension of period upon request of the Target Company
Not applicable
(6) Purchase Price
(i)2,600 yen per common share
(ii)2,600 yen per ADR
2. Results of the Tender Offer
(1) Outcome of the Tender Offer
In the Tender Offer, the Offeror set conditions that if the total number of the Tendered Share Certificates, etc. is less than the minimum number of tendered shares to be purchased in the Tender Offer (47,818,900 shares), the Offeror will purchase none of the Tendered Share Certificates. However, the total number of the Tendered Share Certificates, etc. (67,738,016 shares) exceeded the minimum number of tendered shares to be purchased in the Tender Offer (47,818,900 shares), and the Offeror will purchase all of the Tendered Share Certificates, etc. as described in the public notice of the commencement of the Tender Offer and the tender offer registration statement (including matters amended by amendment of Tender Offer Registration Statement).
(2) Date of Public Notice of the Results of the Tender Offer and the Name of the Newspaper for the Public Notice
Pursuant to the provisions of Article 27-13, Paragraph 1 of the Act, in accordance with the methods provided for in Article 9- 4 of the Order and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended.), the Offeror announced the results of the Tender Offer to journalistic organizations on March 5, 2024 at the Tokyo Stock Exchange.
(3) Number of Purchased Shares
Class of Shares
(1)Number of tenders converted into shares
(2)Number of purchases converted into shares
Shares
67,738,016 shares
67,738,016 shares
Share option certificates
―
―
Bond certificates with share options
―
―
Beneficiary certificates for shares in trust
( )
―
―
Depositary receipts for shares (ADRs)
―
―
Total
67,738,016 shares
67,738,016 shares
(Total number of potentially dilutive shares held)
(―)
(―)
(4) Change in Ownership Ratio of Shares After the Purchase
Number of voting rights represented by share certificates, etc. held by the Offeror prior to the Tender Offer
―
voting rights
(Ownership percentage of share certificates prior to the Tender Offer: － %)
Number of voting rights represented by share certificates, etc. held by specially related parties prior to the Tender Offer
242,620 voting rights
(Ownership percentage of share certificates prior to the Tender Offer: 25.15%)
Number of voting rights represented by share certificates, etc. held by the Offeror after the Tender Offer
677,380 voting rights
(Ownership percentage of share certificates after the Tender Offer: 70.21%)
Number of voting rights represented by share certificates, etc. held by special related parties after the Tender Offer
165,040 voting rights
(Ownership percentage of share certificates after the Tender Offer: 17.11%)
Number of voting rights of all shareholders of the Target Company
963,376 voting rights
Note 1
The “number of voting rights represented by share certificates, etc. held by specially related parties prior to the Tender Offer” and “number of voting rights represented by share certificates, etc. held by special related parties after the Tender Offer” are the total number of voting rights for share certificates, etc. held by each special related party.
Note 2
The “Total number of voting rights of all shareholders of the Target Company” is the number of voting rights of all shareholders as of September 30, 2023, as stated in the Quarterly Report for the Third Quarter of the 70th Term submitted by the Target Company on February 14, 2024 (stated as 100 shares per unit). However, since shares less than one unit are also subject to the Tender Offer, when calculating the “Ownership percentage of share certificates, etc. prior to the Tender Offer” and the “Ownership percentage of share certificates, etc. after the Tender Offer,” the number of units of voting rights (964,831 units) pertaining to the number (96,483,133 shares) calculated by subtracting the number of treasury shares owned by the Target Company (6,164,996 shares) as of December 31, 2023 from the total number of outstanding shares (102,648,129 shares) of the Target Company as of the same day, as stated in the “Financial Results for the Third Quarter Ended December 31, 2023 (Consolidated)” published on February 9, 2024, is used as a denominator.
Note 3
The “Ownership percentage of share certificates, etc. prior to the Tender Offer” and the “Ownership percentage of share certificates, etc. after the Tender Offer” have been rounded to the second decimal place.
(5) Calculation when tender offer is conducted by the pro rata method
Not applicable.
(6) Method of settlement
(i) Name and address of the head office of financial instruments business operators or banks etc. in charge of the settlement of purchase
Nomura Securities Co., Ltd. 13-1, Nihombashi 1-chome, Chuo-ku, Tokyo
(ii) Commencement date of settlement
March 12, 2024 (Tuesday)
(iii) Method of settlement
A notice of purchase, etc. through the Tender Offer shall be mailed to the address of the person that accepts the offer for the purchase or makes an offer for sales of share certificates, etc. related to the Tender Offer (the “Tendering Shareholder”) (or the addresses of standing proxies in the case of non-resident shareholders (including corporate shareholders) having no account for transaction at the tender offer agent) without delay after the expiry of the Tender Offer Period.
Payment for the shares will be made in money. The Tendering Shareholders may receive the proceeds from the Tender Offer without delay on or after the commencement date of the settlement by remittance or other means instructed by the Tendering Shareholders (Remittance charges may apply.)
3. Policies after tender offer and future prospects
With respect to the policies after the Tender Offer and future prospects, there is no change to the matters described in the “Notice Regarding Commencement of Tender Offer for Benesse Holdings, Inc. (Securities Code: 9783)” announced by the Offeror on January 29, 2024.
The Offeror plans to implement a series of procedures to make the Offeror and Minamigata Holdings Ltd only shareholders of the Target Company and to take the Target Company’s shares private (the “Squeeze-Out Procedures”). The Target Company Shares are currently listed on the Prime Market of the Tokyo Stock Exchange as of today. Target Company Shares will be delisted through the prescribed procedures in accordance with the stock delisting criteria of the Tokyo Stock Exchange. After the delisting, the Target Company Shares can no longer be traded on the Tokyo Stock Exchange Prime Market. The details of procedures and timing will be discussed with and announced by the Target Company as soon as they are determined.
4. Location Where the Copy of the Tender Offer Report is Offered for Public Inspection
Bloom 1 K.K.
(37F Roppongi Hills Mori Tower, 10-1 Roppongi 6-chome, Minato-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)
US Regulations
The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards provided by the Financial Instruments and Exchange Act of Japan, which procedures and standards are not necessarily identical to the procedures and information disclosure standards applied in the United States. Specifically, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; “Securities Exchange Act”) or the rules promulgated under such Sections do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with the procedures and standards thereunder. The financial information in this press release has been prepared based on Japanese generally accepted accounting principles and may not necessarily be directly comparable to financial statements of companies in the United States. Also, because the Offeror and the Target Company are corporations incorporated outside the U.S. and their directors are non-U.S. residents, it may be difficult to exercise rights or demands against them that can be claimed based on U.S. securities laws. In addition, shareholders may not be permitted to commence any legal procedures in courts outside the U.S. against non-U.S. corporations or their directors based on a breach of U.S. securities laws. Furthermore, U.S. courts are not necessarily granted jurisdiction over non-U.S. corporations or their directors.
All the procedures in connection with the Tender Offer shall be taken in the Japanese language. While a part or all of the documents in connection with the Tender Offer may be prepared in English, the Japanese documents shall prevail in case of any discrepancies between Japanese documents and corresponding English documents.
This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act. The actual results may be grossly different from the projections implied or expressly stated as “forward-looking statements” due to known or unknown risks, uncertainties or other factors. None of the Offeror, the Target Company or any of their respective affiliates assures that such express or implied projections set forth herein as “forward-looking statements” will eventually prove to be correct. “Forward-looking statements” contained herein were prepared based on the information available to the Offeror as of the date of this press release and, unless required by laws and regulations, neither Offeror nor its related parties including related companies shall have the obligation to update or correct the statements made herein in order to reflect the future events or circumstances.
Other National Regulations
Some countries or regions may impose restrictions on the announcement, issue or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes only.
Contacts
KRIK (PR Agent)
Koshida: +81-70-8793-3990
Sugiyama: +81-70-8793-3989
