Announcement of the Tender Offer by SOFTBANK INVESTMENT CORPORATION
At a meeting held on July 14, 2004, the Board of Directors of SOFTBANK INVESTMENT CORPORATION (SBI) decided to acquire shares in ACE SECURITIES CO., LTD. (ACE SECURITIES) through a tender offer. SBI is a subsidiary of SOFTBANK FINANCE CORPORATION, which is a wholly owned subsidiary of SOFTBANK CORP. The details of the tender offer are as follows
1. Purpose of the Tender Offer
By leveraging ACE’s Kansai-area-centered sales network to the full, the SBI Group aims to increase face-to-face securities sales and expand its core businesses such as investment banking, asset management and brokerage.
Synergies between ACE SECURITIES and SBI’s securities subsidiaries will be maximized, and steps such as the coordinated streamlining of back-office processes should add even more value to the financial services the Group offers.
The tender offer is a friendly one, having been approved by the ACE SECURITIES board and its leading shareholders: Nomura Land and Building Co., Ltd. and Nomura Research Institute, Ltd.
2. Outline of the Tender Offer
(1) Outline of the Target Company
| (a) Company name | ACE SECURITIES CO., LTD. |
|---|---|
| (b) Main businesses | Securities business |
| (c) Date of incorporation | February 21, 1931 |
| (d) Address of head office | 2-6-11 Honmachi, Chuo-ku, Osaka City |
| (e) Representative | Yutaka Inui, President |
| (f) Capital | 5.1 billion yen (as of March 31, 2004) |
| (g) Major shareholders and their percentage shareholdings (as of March 31, 2004) |
|
| (h) Relationship with SBI | No capital or personnel ties |
(2) Type of Shares to be Purchased
Common shares
(3) Tender Offer Period
July 15, 2004 to August 5, 2004
(4) Purchase Price
215 yen per share
(5) Basis for Purchase Price Determination
The price was determined following a comprehensive assessment of the company’s assets, financial position and future earnings potential, and also takes into account the total number issued and outstanding shares and the lack of an active market in the shares.
(6) Total Number of Shares to Be Purchased
Total number of shares to be purchased: 25,000,000 shares (total of shares to be purchased and additional shares)
(Shares to be purchased: 13,990,700 shares. Additional shares: 11,009,300 shares)
If fewer than 13,990,700 shares (representing 37.98% of the voting rights) are tendered, SBI reserves the right to refuse to purchase all the shares tendered. If, on the other hand, the number of shares tendered exceeds 25,000,000 shares, SBI reserves the right to refuse to purchase all the shares tendered in excess of this figure. In such an event, the shares SBI requires will be purchased on a pro rata basis in accordance with the provisions of applicable laws and ordinances.
(7) Change in Shareholdings Arising from the Purchase
| Number of shares held before the purchase | SOFTBANK INVESTMENT CORPORATION | 0 shares |
|---|---|---|
| Closely related parties | 0 shares | |
| Number of shares to be held after the purchase |
25,000,000 shares
(Percentage held: 67.74%) | |
- *1 The figure for number of shares to be held after purchase assumes that a total of 25,000,000 shares are purchased.
- *2 The figure for percentage held is based on a figure of 36,907,414 ordinary shares issued and outstanding (as of June 29, 2004). This figure is included in an ACE SECURITIES statutory filing for the business year ended March 2004 (the firm’s 86th term), which was filed on June 29, 2004.
- *3 If SBI acquires 13,990,700 shares, it will hold 37.98% of the voting rights.
- *4 The voting rights percentage is based on a total figure for voting rights of 36,835 as of March 31, 2004.
(8) Date of Public Notice of the Tender Offer
Thursday, July 15, 2004
(9) Tender Offer Agent
WORLD NICHIEI FRONTIER Securities Co., Ltd.
1-6, Nihonbashi-Kabutocho, Chuo-ku, Tokyo, Japan
Shares may not be tendered through any other securities company.
(10) Funds Required for the Purchase
5,375,000,000 yen
This figure assumes that a total of 25,000,000 shares are purchased.
(11) Withdrawal of the Tender Offer
Should any of the events described in Paragraph 1, Section 1, Subsections 1 and 8; Paragraph 1, Section 2, Subsections 1 and 7; or Paragraph 2, Sections 3 and 6; of Article 14 of the Securities and Exchange Law Enforcement Regulations occur, the tender offer may be withdrawn.
3. Existence of consent of the Target Company or its Directors in connection with the Tender Offer
The board of directors of the target company has consented to the tender offer.
4. Future Outlook
The impact of this tender offer cannot be determined at the present time.
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