Subject to the terms and conditions of the Offers, Rakuten expects that it will accept for purchase any and all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time. In light of the national holiday in Japan on February 12, 2024, the settlement for the Notes accepted by Rakuten in connection with the Early Tender Time is expected to take place on February 13, 2024.
The Withdrawal Deadline has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.
The Offers will expire at 5:00 p.m., Eastern Time, on February 23, 2024, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). Holders of any Notes that are validly tendered after the Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Tender Offer Consideration, comprising the Total Consideration less the Early Tender Premium of $30, per $1,000 principal amount of such Notes tendered (the “Tender Offer Consideration”).
Rakuten’s obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase. Rakuten reserves the right, subject to applicable law and the terms of the Offers, to waive any and all conditions to the Offers or to otherwise amend, extend or terminate the Offers in any respect.
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Daiwa Capital Markets America Inc. and Mizuho Securities USA LLC are acting as the Dealer Managers for the Offers. The depositary and information agent (the “Depositary and Information Agent”) for the Offers is Global Bondholder Services Corporation. Copies of the Offer to Purchase are available by contacting the Depositary and Information Agent at (855) 654-2015 or by email at email@example.com. All documentation relating to the offer, together with any updates, will be available via the Offer Website: https://www.gbsc-usa.com/rakuten/. Questions regarding the Offers should be directed to Goldman Sachs & Co. LLC at (212) 902-5962 or +1 (800) 828-3182 (toll-free) or by email at GS-LM-NYC@gs.com, Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll-free) or by email at firstname.lastname@example.org, Daiwa Capital Markets America Inc. at (212) 612-7000 or to Mizuho Securities USA LLC at 1-866-271-7403 (toll-free).
This announcement is for informational purposes only. This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any Notes or any other securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The Offers are not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Rakuten by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act,” and Section 27A of the Securities Act of 1933, as amended, referred to as the “Securities Act.” Forward-looking statements give our current expectations or forecasts of future events. One can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any disclosures we make in our annual reports and other disclosed information.