According to the company’s website press release on November 16, 2022, Idemitsu Kosan Co., Ltd. (the “Tender Offeror”), (i) pursuant to a resolution of its board of directors dated September 30, 2022, determined to acquire the shares of common stock (the “Target Company Shares”) of TOA Oil Co., Ltd. (Code: 5008, Standard Market of Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”); the “Target Company”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “Act”), and (ii) has conducted the Tender Offer from October 3, 2022. The Tender Offeror hereby announces that the Tender Offer ended on November 15, 2022, as described below.
Overview of the Purchase
Name and Location of the Tender Offeror
Idemitsu Kosan Co., Ltd.
2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Name of the Target Company
TOA Oil Co., Ltd.
Type of Shares for Purchase
Common stock
Number of Shares Planned for Purchase
Planned Purchase Quantity - 6,204,846 (shares)
Minimum Planned Purchase Quantity - 2,058,375 (shares)
Maximum Planned Purchase Quantity - - (shares)
Purchase Period
Purchase Period From October 3, 2022 (Monday) until November 15, 2022 (Tuesday) (30 business days)
Possibility of Extension Upon Request of the Target Company Not applicable.
Purchase Price - 3,150 yen per share of common stock
Results of the Purchase
Success or Failure of the Tender Offer
In the Tender Offer, a condition has been set to the effect that if the total number of the Tendered Shares does not reach the minimum planned purchase quantity (2,058,375 shares), none of the Tendered Shares will be purchased; however, as the total number of the Tendered Shares (5,960,658 shares) equaled or exceeded the minimum planned purchase quantity (2,058,375 shares), all the Tendered Shares will be purchased, as described in the public notice of commencement of the Tender Offer and the Tender Offer registration statement.
Date of Public Notice of the Results of the Tender Offer, and Name of Newspaper in which such Notice is to be Published
Pursuant to Article 27-13(1) of the Act, the results of the Tender Offer were publicized to journalistic organizations on November 16, 2022 at the Tokyo Stock Exchange through the method stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order Regarding Disclosure of Tender Offers for Share Certificates by Persons Other Than the Issuer (Ministry of Finance Order No. 38 of 1990, as amended; the “Cabinet Office Order”).
Ownership Ratio After the Purchase
Number of voting rights associated with shares held by the Tender Offeror prior to the Tender Offer - 62,344. (Percentage ofshares held priorto the Tender Offer 50.12%)
Number of voting rights associated with shares held by special related parties prior to the Tender Offer - 0. (Percentage of shares held prior to the Tender Offer 0.00%)
Number of voting rights associated with shares held by the Tender Offeror following the Tender Offer - 121,950. (Percentage of shares held following the Tender Offer 98.04%)
Number of voting rights associated with shares held by special related parties following the Tender Offer - 0. (Percentage of shares held following the Tender Offer 0.00%)
Number of voting rights held by all shareholders of the Target Company - 124,312.
Calculation in Case of Purchase by Pro Rata Method Not applicable
Settlement Method
Name and Main Office Location of Financial Instruments Business Operators, Banks, and Other Institutions Conducting Settlement ofPurchases Daiwa SecuritiesCo., Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku,Tokyo
Commencement Date of Settlement November 22, 2022 (Tuesday)
Settlement Method Promptly following the expiration of theTenderOfferPeriod, notifications of the purchases by theTender Offeror of the Tendered Shares will be mailed to the addresses or locations of the tendering shareholders (or the addresses of standing proxies for foreignshareholders). Purchases will be made in cash. At the tendering shareholders instruction and promptly after commencement of the settlement procedures, proceeds of sales received from the Tender Offeror in connection with its purchases of the Tendered Shares will be (i) remitted from the tender offer agent to a place designated by the tendering shareholders (or standing proxies for foreign shareholders) (money transfer fees may apply), or (ii) paid into an account of the tendering shareholders whose applications to tender their shares in the Tender Offer were accepted by the tender offer agent.
Post-Tender Offer Policy, etc. and Future Prospects
There are no changes to the content described in the “Notice Regarding Commencement of Tender Offer for Shares of TOA Oil Co., Ltd. (Securities Code: 5008)” released by the Tender Offeror as of September 30, 2022.
Following the results of the Tender Offer, the Tender Offeror intends to implement procedures to acquire all of the Target Company Shares (excluding the Target Company Shares owned by the Tender Offeror and treasury shares owned by the Target Company). As of today, the Target Company Shares are listed on the Standard Market of the Tokyo Stock Exchange; however, after the implementation of the procedures, the Target Company Shares will be delisted following the designated procedures, in accordance with the delisting standards established by the Tokyo Stock Exchange. After the delisting, the Target Company Shares may not be traded on the Tokyo Stock Exchange. The Tender Offeror will discuss future procedures and other matters, and the Target Company will promptly publicize them as soon as they are determined.
Place for Making Tender Offer Report Available for Public Inspection
Idemitsu Kosan Co., Ltd.: 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Tokyo Stock Exchange, Inc.: 2-1 Nihombashi Kabutocho, Chuo-ku Tokyo
