Yamauchi-No.10 Family Office
Partial change to “Notice Regarding Scheduled Commencement of Tender Offer for Share Certificates, Etc. of Toyo Construction Co., Ltd. (Securities Code: 1890)”
Toyo Construction Co., Ltd. Shareholders
Today, Yamauchi-No.10 Family Office announced the following: “Regarding a partial change to “Notice Concerning Scheduled Commencement of Tender Offer for Shares of Toyo Construction Co., Ltd. (Securities Code: 1890)”” ,i will let you know.
Partial change to “Notice Regarding Scheduled Commencement of Tender Offer for Share Certificates, Etc. of Toyo Construction Co., Ltd. (Securities Code: 1890)”
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https://prtimes.jp/a/?f=d71768-47-6fbddecf280babcd068cdb27f5069a74.pdf Text below.
Limited Liability Company Yamauchi-No.10 Family Office (former Limited Liability Company Vpg) and KITE Co., Ltd. (hereinafter collectively referred to as the “Company, (hereinafter referred to as the “Target Company Shares”) in accordance with the Financial Instruments and Exchange Act (Law No. 25 of 1948, including subsequent amendments) (hereinafter referred to as the “Tender Offer”). Regarding the Tender Offer, the “Notice Concerning Scheduled Commencement of Tender Offer for Share Certificates, Etc. of Toyo Construction Co., Ltd.
(Securities Code: 1890)” dated May 18, 2022. (hereinafter referred to as the “Tender Offer Notice Press”, including subsequent changes and corrections [1]). The terms used in this document shall have the meanings defined in the Tender Offer Notice Press unless otherwise explicitly defined in this document.
On June 8, 2022, the Companies, together with WK 1 Limited, WK 2 Limited and WK 3 Limited, who are special related parties of the Companies, until May 24, 2023, without the prior consent of the Target , regardless of market purchase or other methods, additional acquisition of the Target Company Shares and the “Large-Scale Acquisition, etc.” stipulated in this Policy ) (hereinafter referred to as the “Pledge”), and in the Tender Offer Notice Press dated May 18, 2022, intending to conduct an additional purchase of the Target Company Shares. (Please refer to the attached sheet for the relevant disclosure content and the content of this change.)
As stated in the subsequent disclosure of information by the Companies, the incumbent board of directors of the Target did not respond to sincere discussions with the Companies, and in addition, serious flaws in corporate governance have come to light. Therefore, the Companies determined that constructive discussions could not be held with the current Directors of the Target, and changed their policy to seek a reorganization of the Target’s board of directors and corporate auditors. I have complied.
However, we have no intention of extending the term of this pledge, as the functions intended by this pledge are no longer expected. Therefore, after May 24, 2023, the deadline for the Pledge, the Company, etc. may conduct additional purchases of the Target Company Shares in a manner permitted by law, depending on the circumstances. There is also provided, however, that even if such additional purchases, etc. are made, the ownership ratio of share certificates, etc. before the commencement of the Tender Offer (including those held by persons with special relationships) shall not exceed one-third. In addition, in order to prevent coerciveness (undue pressure to sell on shareholders) against the additional purchase, etc. due to comparison with the Tender Offer Price, the purchase price of the additional purchase, etc. The purchase price (1,000 yen per share) shall not be exceeded. In addition, WK 1 Limited, WK 2 Limited and WK 3 Limited, which are special related parties of the Company, do not intend to extend the term of this pledge for the same reason.
[1] June 8, 2022 “Notice Regarding Correction to “Notice Concerning Scheduled Commencement of Tender Offer for Share Certificates, Etc. of Toyo Construction Co., Ltd. (Securities Code: 1890),” dated June 30, 2022, “Toyo Notice Regarding Changes to “Notice Concerning Scheduled Commencement of Tender Offer for Share Certificates of Kensetsu Co., Ltd. (Securities Code: 1890)” and September 30, 2022 Notice Regarding Changes to “Notice Concerning Scheduled Commencement of Tender Offer” and November 11, 2022 Notice of extension of the period of the acquisition proposal dated December 13, 2022, and 2023 Refers to the January 27, 2018 “Policy for Future Responses of the Companies Regarding “Notice Concerning Scheduled Commencement of Tender Offer for Share Certificates, etc. of Toyo Construction Co., Ltd.
(Securities Code: 1890)”.
that’s all
-Inquiries regarding this matter-Public Relations Office PR agent: Voxglobal Japan Co., Ltd. TEL: 03-6204-4337 EMAIL:
yfo.inquiry@voxglobalasia.com Shareholder contact: Innisfree M&A Incorporated TEL (shareholder contact) (English)): +1-412-232-3651 TEL (Financial institutions and institutional investors (English)): +44-7506-004-047, +1-212-750-5833
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