Results of Tender Offer for Shares of Mitsui Knowledge Industry Co., Ltd.

LONDON--()--

This announcement is for our U.S.$5,000,000,000 Euro Medium Term Note Programme.

October 7, 2014

For Immediate Release

To Whom It May Concern

Mitsui & Co., Ltd.

RESULTS OF TENDER OFFER

FOR SHARES OF MITSUI KNOWLEDGE INDUSTRY CO., LTD. (Securities Code: 2665)

Mitsui & Co., Ltd. (Head Office: Chiyoda-ku, Tokyo, President: Masami Iijima; the “Company” or the “Offeror”) resolved at the meeting of its board of directors held on August 6, 2014 to acquire the common stock of Mitsui Knowledge Industry Co., Ltd. (Head Office: Minato-ku, Tokyo, President: Masaki Saito; the “Target Company”) by way of a tender offer (the “Tender Offer”) and commenced the Tender Offer on August 21, 2014. The Tender Offer was completed on October 6, 2014, and the Company hereby announces the results of the Tender Offer as follows.

1. Outline of tender offer

(1) Name and address of the Offeror

Mitsui & Co., Ltd.

1-2-1 Otemachi, Chiyoda-ku, Tokyo

(2) Name of the Target Company

Mitsui Knowledge Industry Co., Ltd.

(3) Class of share certificates, etc. for tender offer

Common stock

(4) Number of share certificates, etc. to be purchased

Number of share certificates, etc. to be purchased   Minimum number of share certificates, etc. to be purchased   Maximum number of share certificates, etc. to be purchased
49,264,200 shares

Note 1 Neither a maximum nor a minimum number of share certificates, etc. to be purchased has been set in the Tender Offer, and the Company will purchase all of the tendered share certificates, etc. In the column “Number of share certificates, etc. to be purchased” above, the maximum number of share certificates, etc. of the Target Company to be acquired by the Offeror through the Tender Offer is indicated. The maximum number (49,264,200 shares) is the total number of issued shares as of June 30, 2014 (118,343,100 shares) indicated in the quarterly securities report for the first quarter of the 24th fiscal year filed by the Target Company on August 13, 2014, less the number of the Target Company shares owned by the Offeror as of the filing date of the Tender Offer Registration Statement for the Tender Offer (August 21, 2014) (69,078,900 shares).

Note 2 Shares less than one unit are also subject to the Tender Offer. In the event that any shareholder exercises his/her right to demand purchase of shares less than one unit pursuant to the applicable provisions of the Companies Act, the Target Company may purchase its own shares during the tender offer period in accordance with the relevant procedures under the applicable laws and regulations.

Note 3 The Company does not intend to acquire any treasury shares owned by the Target Company through the Tender Offer. The Target Company does not own any treasury shares as of the filing date of the Tender Offer Registration Statement for the Tender Offer (August 21, 2014).

(5) Tender offer period

(i) Tender offer period at time of filing of registration statement

From Thursday, August 21, 2014 through Monday, October 6, 2014 (31 business days)

(ii) Possibility of extension of tender offer period upon request of the Target

Company

Not applicable.

(6) Tender offer price

255 yen per common share

2. Results of tender offer

(1) Outcome of tender offer

Neither a maximum nor a minimum number of share certificates, etc. to be purchased has been set in the Tender Offer, and the Company will purchase all of the tendered share certificates, etc.

(2) Date of public notice of results of tender offer and name of newspaper in which public notice is to appear

In accordance with Article 27-13, Paragraph 1 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”), the Offeror announced the results of the Tender Offer to the press on October 7, 2014 at the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) in the manner set out in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance with respect to Disclosure of a Tender Offer for Shares by an Offeror other than the Issuer (Ministry of Finance Ordinance No. 38 of 1990, as amended; the “Cabinet Ordinance”).

(3) Number of tendered share certificates, etc. purchased

Class of share certificates, etc.   (i) Number of tendered share certificates, etc. on a number of shares basis   (ii) Number of tendered share certificates, etc. to be purchased on a number of shares basis
Share certificates 42,551,293 42,551,293
Certificates of stock acquisition rights - -
Certificates of corporate bonds with stock acquisition rights - -
Beneficiary certificates for trusts of share certificates, etc. ( ) - -
Deposit receipts for share certificates, etc. ( ) - -
Total 42,551,293 42,551,293
(Total number of latent share certificates, etc.) - (-)

(4) Ownership ratio of share certificates, etc. after tender offer

Number of voting rights represented by share certificates, etc. owned by the Offeror before tender offer   690,789   (Ownership ratio of share certificates,

etc. before tender offer:

58.37%)

Number of voting rights represented by share certificates, etc. owned by special related parties before tender offer 0 (Ownership ratio of share certificates, etc. before tender offer:

0%)

Number of voting rights represented by share certificates, etc. owned by the Offeror after tender offer 1,116,301 (Ownership ratio of share certificates, etc. after tender offer:

94.33%)

Number of voting rights represented by share certificates, etc. owned by special related parties after tender offer 0 (Ownership ratio of share certificates, etc. after tender offer:

0%)

Total number of voting rights of all shareholders, etc. of theTarget Company 1,183,423  

Note 1 “Number of voting rights represented by share certificates, etc. owned by special related parties before tender offer” and “Number of voting rights represented by share certificates, etc. owned by special related parties after tender offer” are the total number of voting rights represented by share certificates, etc. owned by each special related party (however, not including a person excluded from being a special related party in accordance with Article 3, Paragraph 2, Item 1, of the Cabinet Ordinance with respect to the calculation of ownership ratio of share certificates, etc. under each item in the Article 27-2, Paragraph 1, of the Act).

Note 2 “Total number of voting rights of all shareholders, etc. of the Target Company” is the number of voting rights of all shareholders, etc. as of June 30, 2014 indicated in the quarterly securities report for the first quarter of the 24th fiscal year filed by the Target Company on August 13, 2014. (According to this quarterly securities report, such number of voting rights are based on the shareholders registry as of the immediately preceding record date (March 31, 2014)) For the Tender Offer, however, because shares less than one unit are also subject to the Tender Offer, when calculating the “Ownership ratio of share certificates, etc. before tender offer” and “Ownership ratio of share certificates, etc. after tender offer,” the denominator used in that calculation is 1,183,431 rights, which is the number of voting rights represented by the total number of issued shares as of June 30, 2014 (118,343,100 shares) indicated in the quarterly securities report for the first quarter of the 24th fiscal year filed by the Target Company on August 13, 2014.

Note 3 “Ownership ratio of share certificates, etc. before tender offer” and “Ownership ratio of share certificates, etc. after tender offer” are rounded to two decimal places.

(5) Calculation in the case of tender offer on a pro rata basis

Not applicable

(6) Method of settlement

(i) Name and address of head office of financial instruments dealer or bank

in charge of settlement of tender offer

Nomura Securities Co., Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo

(ii) Commencement date of settlement

Tuesday, October 14, 2014

(iii) Method of settlement

A notice of purchase through the Tender Offer will be mailed to the address of the tendering shareholder (or to the address of their standing proxies for foreign shareholders) without delay after the expiration of the tender offer period. If electronic delivery of documents has been approved by tendering shareholders on Nomura Net & Call, the notice of purchase will be given to the shareholders electronically on Nomura Net & Call’s website (https://nc.nomura.co.jp/).

The purchase price will be paid in cash. Tendering shareholders may receive the sales proceeds from the Tender Offer without delay after the commencement date of settlement in the manner they designate, including by way of remittance (a remittance fee might be charged).

3. Policy after tender offer and future outlook

The policy after the Tender Offer has not been changed from those stated in the “COMMENCEMENT OF TENDER OFFER FOR SHARES OF MITSUI KNOWLEDGE INDUSTRY CO., LTD. (Securities Code: 2665)” published by the Company on August 6, 2014.

The common stock of the Target Company are currently listed on the Tokyo Stock Exchange. However, as the Company plans to make the Target Company a wholly-owned subsidiary of the Company through a series of transactions after the Tender Offer, in the case that the procedures are implemented, the common stock of the Target Company will fall under the Tokyo Stock Exchange’s criteria for delisting shares and will be delisted pursuant to the prescribed procedures. The future procedures will be disclosed by the Target Company promptly after the decision.

4. Places for public inspection of copy of Tender Offer Report

Mitsui & Co., Ltd.

(1-2-1 Otemachi, Chiyoda-ku, Tokyo)

Tokyo Stock Exchange, Inc.

(2-1 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

-End-

For inquiries on this matter, please contact:

Mitsui & Co., Ltd.

Investor Relations Division Tel: +81-3-3285-7910

Corporate Communications Division Tel: +81-3-3285-7566

Note:

This announcement contains forward-looking statements. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs in light of the information currently possessed by it and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Company’s actual results, financial position or cash flows to be materially different from any future results, financial position or cash flows expressed or implied by these forward-looking statements. These risks, uncertainties and other factors referred to above include, but are not limited to, those contained in the Company’s latest Annual Securities Report and Quarterly Securities Report, and the Company undertakes no obligation to publicly update or revise any forward-looking statements. This announcement is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.

For diagrams omitted, please see our home page.

(https://www.mitsui.com/jp/en/release/2014/1203366_5699.html)

Short Name: Mitsui & Co., Ltd.
Category Code: MSC
Sequence Number: 435823
Time of Receipt (offset from UTC): 20141007T085831+0100

Contacts

Mitsui & Co Ltd

Contacts

Mitsui & Co Ltd