Notice Regarding the Result of Tender Offer for Share Certificates of Netyear Group Corporation (TSE Code 3622)
March 14, 2019
NTT DATA Corporation
NTT DATA CORPORATION (the “Offeror”) decided at its Board of Directors’ meeting held on February 5, 2019, to acquire common shares of Netyear Group Corporation (“Netyear”, Tokyo Stock Exchange Mothers Market (“TSE Mothers”), Code: 3622, the “Target”) through a tender offer (the “Tender Offer”) pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended; hereinafter, “the Act”). The Offeror commenced the Tender Offer on February 6, 2019, and the Tender Offer has been completed on March 6, 2019.
The Offeror hereby announces the results thereof, as stated below. Reference files for the English translation of the public notices are linked below.
Overview of the Tender Offer
- Name of the Target
：Netyear Group Corporation - Tender Offer Period
：From Wednesday February 6, 2019 until Wednesday March 6, 2019 (20 business days) - Tender Offer Price
：850 yen per ordinary share - Expected Amount of Shares to be Purchased through Tender Offer
：Total number of shares to be purchased: 4,618,200 shares(66.00% of voting rights(Note 1))
If the total number of share certificates, etc. offered for sale to the Tender Offer (the “Tendered Share Certificates”) does not reach the expected minimum number of shares to be purchased (2,130,200 shares), none of the Tendered Share Certificates will be purchased.
If the total number of Tendered Share Certificates exceeds the expected maximum number of shares to be purchased (4,618,200 shares), the Offeror will not purchase all or any part of the excess portion, and will conduct transfers and other settlements pertaining to tenders for shares according to the pro rata method set out in Article 27-13, Paragraph 5 of the Act and Article 32 of the Cabinet Office Ordinance on Disclosure Required for the Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38, 1990; as amended; hereinafter, the “Ordinance”).
Result of Tender Offer
- Number of Share Certificates, etc. Purchased
：3,395,701shares - Number of Tendered Share Certificates
：3,395,701shares
Outcome of Tender Offer
In the Tender Offer, because the total number of the Tendered Share Certificates (3,395,701 shares) was greater than the minimum number of shares to be purchased (2,130,200 shares), and, less than the maximum number of shares to be purchased (4,618,200 shares), all the Tendered Share Certificates will be purchased as described in the public notice of the commencement of the Tender Offer (including the matters amended by way of the public notice of change of the conditions, etc. of the Tender Offer later submitted) 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 ownership of share certificates due to the purchase
- Percentage of voting rights of share certificates prior to the purchase
：0.00% - Percentage of voting rights of share certificates after the purchase
：48.53%
Post-Tender Offer policies and outlook
Listing of the Netyear shares on TSE Mothers is expected to be maintained.
For reference purposes (basic information of Netyear)
- Name
：Netyear Group Corporation - Description of Business
：Marketing operations support that utilizes Internet technology - Date of Establishment
：July 7, 1999 - Address
：15-2, Ginza 2-chome, Chuo-ku, Tokyo - Name and Title of Representative
：Fujiyo Ishiguro, President, Representative Director - Capital
：570,966 thousand yen (as of December 31, 2018) - Listed Market
：Tokyo Stock Exchange Mothers Market - Total Number of Shares Issued
：6,999,000 Shares(Note 2) (as of December 31, 2018) - Number of Employees （Consolidated）
：292 (as of March 31, 2018) - Sales (Consolidated)
：6,189 Millions of yen (as of March 31, 2018)
English translation of public notices disclosed in accordance with the Tokyo Stock Exchange disclosure rules
- Notice Regarding Commencement of Tender Offer for Shares of Netyear Group Corporation (TSE Code 3622) and Entry Into Capital and Business Alliance Agreement with the Company (PDF: 22 pages, 710 KB)
- Partial Correction to “Notice Regarding Commencement of Tender Offer for Shares of Netyear Group Corporation and Entry Into Capital and Business Alliance Agreement with the Company” (PDF: 4 pages, 496 KB)
- Notice Regarding Changing of Conditions and Other Terms of Tender Offer for Shares of Netyear Group Corporation (TSE Code 3622) (PDF: 6 pages, 505 KB)
- Notice Regarding The Result of Tender Offer for Share Certificates of Netyear Group Corporation (TSE Code 3622) (PDF: 4 pages, 351 KB)
- (Note 1) The percentage of voting rights in total voting rights of all Netyear shareholders as of December 31, 2018 (69,973), as stated in the quarterly securities report for the third quarter of the fiscal year ending March 31, 2019 submitted by Netyear to the Director of the Kanto Finance Bureau on February 7, 2019, with fractions rounded to the second decimal place. The same applies hereafter.
- (Note 2) The outstanding shares of Netyear (6,999,000 shares) as of December 31, 2018 as stated in the quarterly securities report for the third quarter of the fiscal year ending March 31, 2019 submitted by Netyear to the Director of the Kanto Finance Bureau on February 7, 2019.