Tokyo, January 19, 2016 - Rakuten, Inc. resolved at the meeting of its board of directors held on November 26, 2015 that it would acquire all of the Common Stock and Stock Acquisition Rights of Kenko.com (Code number: 3325, Mothers Section of Tokyo Stock Exchange) through a tender offer (the “Tender Offer”), and commenced the Tender Offer on November 27, 2015. The Tender Offer was completed on January 18, 2016, and Rakuten hereby announces the results thereof, as described below.
I. Overview of Tender Offer
(i) Timeline
Resolution of Board of Directors November 26, 2015 (Thursday)
Date of Public Notice of Commencement November 26, 2015 (Thursday)
of Tender Offer
Filing Date of Tender Offer Registration November 27, 2015 (Thursday)
Statement
(ii) Tender Offer Period as of Filing Date
From November 27, 2015 (Friday) through January 18, 2016 (Monday) (31 business days)
(iii) Commencement Date of Settlement
January 25, 2016 (Monday)
(2) Tender Offer Price
JPY 1,005 per share of Common Stock
JPY 1 per Series 9 Stock Acquisition Right
JPY 37,200 per Series 11 Stock Acquisition Right
JPY 68,000 per Series 12 Stock Acquisition Right
JPY 37,200 per Series 13 Stock Acquisition Right
JPY 56,200 per Series 14 Stock Acquisition Right
JPY 56,200 per Series 15 Stock Acquisition Right
JPY 56,200 per Series 16 Stock Acquisition Right
JPY 39,800 per Series 17 Stock Acquisition Right
JPY 36,600 per Series 18 Stock Acquisition Right
JPY 43,400 per Series 19 Stock Acquisition Right
JPY 46,100 per Series 20 Stock Acquisition Right
JPY 59,200 per Series 21 Stock Acquisition Right
JPY 1 per Series 22 Stock Acquisition Right
JPY 1 per Series 23 Stock Acquisition Right
(3) Anticipated number of shares to be purchased
|
Anticipated shares purchased |
Minimum tender condition |
Maximum tender condition |
|
3,143,652 (shares) |
753,600(shares) |
None |
II. Results of Tender Offer
(1) Outcome of Tender Offer
In the Tender Offer, the condition was that if the total number of tendered shares was less than the minimum number of shares to be purchased (753,600 shares), no tendered shares would be purchased. However, because the total number of tendered shares (2,456,870 shares) was more than the minimum number of shares to be purchased (753,600 shares), all of the tendered shares will be purchased as described in the public notice of the commencement of the Tender Offer and Tender Offer Registration Statement.
(2) Method of Settlement
(i) Name and Address of Head Office of Financial Instruments Business Operators, Banks, Etc., in Charge of Settlement
Daiwa Securities Co. Ltd. 1-9-1 Marunouchi, Chiyoda-ku, Tokyo
(ii) Commencement Date of Settlement
January 25, 2016 (Monday)
(iii) Method of Settlement
A notice of a purchase made through the Tender Offer will be mailed to the address of the Tendering Shareholders (in the case of Non-Resident Shareholders, the address of their standing proxy) promptly after expiration of the Tender Offer Period.
Purchases will be settled in cash. The Tender Offer Agent will, in accordance with instructions from the Tendering Shareholders, promptly after the commencement date of the settlement, remit the purchase price of the shares sold through the Tender Offer to the place designated by the Tendering Shareholders (or, in the case of Non-Resident Shareholders, by their standing proxy) (a remittance fee may be required) or pay the purchase price to the account of the Tendering Shareholders through the Tender Offer Agent who received the application.
III. Policies after the Tender Offer and Future Prospects
There has been no change in the policies after the Tender Offer stated in the press release in Japanese dated November 26, 2015.
For further details, please refer to the press release in Japanese announced today.