Notice Regarding the Result of a Tender Offer for Shares of NJK Corporation
Jul. 15, 2016
NTT DATA Corporation
On May 10, 2016, the Board of Directors of NTT DATA Corporation (the “Offeror”) resolved to commence a tender offer of shares to acquire common shares of NJK Corporation (“NJK”, the Second Section of Tokyo Stock Exchange (“Tokyo Stock Exchange”), Code: 9748, the “Target”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended; hereinafter, “the Act”). The Offeror commenced the Tender Offer on May 11, 2016, and the Tender Offer has been completed on July 7, 2016.
The Offeror hereby announces the results thereof, as stated below. Reference files for the English translation of the public notices are linked below.
Outlines of the Tender Offer
|（1）Name of the Target|
|（2）Number of Shares to be Purchased through Tender Offer|
Total number of shares to be purchased: 6,746,399 shares
|（3）Tender Offer Period|
May 11, 2016 (Wednesday) to July 7, 2016 (Thursday) (42 business days in Japan)
|（4）Price of Tender Offer|
675 yen per common share
Result of Tender Offer
|（1）Number of Shares Purchased through Tender Offer|
|（2）Number of Shares Tendered|
Outcome of Tender Offer
In the Tender Offer, the condition was that if the total number of the Tendered Shares was less than the minimum number of shares to be purchased (2,140,300 shares), none of the Tendered Shares would be purchased. However, because the total number of Tendered Shares (6,165,181 shares) was equal to or greater than the minimum number of shares to be purchased (2,140,300 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 (including the matters amended by way of the Amendment of the Tender Offer Registration Statement later submitted).
Change in the percentage of shares held due to the purchase
- Percentage of shares held prior to the purchase: 51.18%
- Percentage of shares after the purchase: 95.79%
The Tender Offer was successful, but since the Offeror has not acquired all of the shares issued by the Target (with the exception of the Target’s shares owned by the Offeror, or the treasury stock held by the Target), the Offeror plans to obtain all of the shares issued by the Target (with the exception of the Target’s shares owned by the Offeror, or the treasury stock held by the Target) using the method described below.
Specifically, as the Offeror owns 90% or more of the voting rights of the shares issued by the Target through the completion of the Tender Offer, it is possible for it to exercise rights as a special controlling shareholder under Article 179-1 of the Companies Act (Act No. 86 of 2005, as amended; the same shall apply hereinafter). The Offeror intends to demand that all shareholders of the Target that did not tender their shares in the Tender Offer (excluding the Offeror and the Target) (hereinafter, the “Sale Shareholders”) sell and deliver all of their shares of the Target in accordance with Chapter 2, Subsection 4(2) of Part II of the Companies Act (hereinafter, the “Demand for Sale of Shares”). In the Demand for Sale of Shares, it is planned that the same price as the price in the Tender Offer will be paid to the Sale Shareholders for each share of the Target.
For reference purposes (NJK Corporation)
|(2) Description of Business|
Software development, original package development and sales, IT solutions, equipment sales, and others
|(3) Date of Establishment|
November 7, 1973
2-3-4, Shintomi, Chuo-ku, Tokyo
|(5) Name and Title of Representative|
Hitoshi Tanimura, President and Representative Director
|(6) Market Capitalization|
4,222,425 thousand yen （as of March 31, 2016）
|(7) Total Number of Shares Issued|
13,996,322 Shares （as of March 31, 2016）
|(8) Number of Employees （Consolidated）|
778 （as of March 31, 2016）
|(9) Sales （Consolidated）|
11,131 Millions of yen （as of March 31, 2016）
English translation of public notices disclosed in accordance with the Tokyo Stock Exchange disclosure rules
- Notice regarding Commencement of Tender Offer for shares of NJK Corporation (Code: 9748), a subsidiary of NTT DATA CORPORATION
- NOTICE REGARDING THE RESULT OF TENDER OFFER FOR SHARES OF NJK CORPORATION (CODE 9748), A SUBSIDIARY OF NTT DATA CORPORATION
For more information, please contact:
Public Relations Department
NTT DATA Corporation
The services, prices of products and services, specifications, telephone numbers, etc. for inquiries and other information included in news releases are the data available on the day of the release. This information may be changed at any time without notice. In certain circumstances, due to various risks or unexpected occurrences, actual results may also be different from the plans or projections in news releases.