|
September 8, 2004 FOR IMMEDIATE RELEASE |
| Mitsui O.S.K. Lines, Ltd. | 27.06%* |
| Sumitomo Mitsui Banking Corporation | 4.97% |
| The Chase Manhattan Bank N.A. London | 4.11% |
| The Sumitomo Trust & Banking Co., Ltd. | 3.97% |
| Japan Trustee Service Bank, Ltd. | 2.63% |
The transaction between the Tender Offeror
and Target Company
| Capital resources: | The offeror holds 27.06%* of the Target Companyfs shares |
| Human resources: | The offeror seconds a director and a corporate auditor |
| Other Transaction: | The offeror outsourced the property management of its head office building located at Minato-ku, Tokyo |
* The 27.06 share percentage is calculated
against the total number of issued
shares
of the Target Company as of August
31, 2004.
(Note 1) On April 13, 2004, a Report by Holders of
a Large Number of Share Certificates, etc.
was filed with the Kanto Local Finance Bureau
by Morgan Stanley Japan Limited after it
became subject to the requirement for such
filing on March 31, 2004. However, the information
provided under gMajor Shareholdersh does
not include a portion of shares for which
Daibiru was not able to confirm their holding
as of March 2004. The summary of the filed
report is as follows:
| Name of holder of a large number of share certificate |
umber of shares owned | Ownership |
| Morgan Stanley Japan Limited | 10,230 shares | 8.75% |
(Note 2) Daibiru owned 135 thousand shares
of treasury stock as of March 31, 2004.
(Note 3) The above information (including
in Notes 1 and 2) is derived from the
Securities
Report filed by Daibiru on June 30,
2004.
(3) Class of Shares to be purchased: Common Stock
(4) The Tender Offer Period: From September 15, 2004 through October 14,
2004 (30 days)
(5) The Tender Offer Price: \ 763 per share
(6) Basis of Calculation: The Tender Offer price of 763 yen per share
represents a 4.38% premium on the average
closing price of Daibiru's share on the Osaka
Securities Exchange for the 1 month period
ended September 7, 2004. The Tender Offer
price was determined in consideration of
various factors including the financial condition,
business performance and projected income
of Daibiru.
(7) Number of Shares sought in the Tender
Offer: 27,300,000 shares
(8) Expected change in the number of
shares
owned by The Offeror through the Tender
Offer
Before the Tender Offer: 31,621,766
shares
27.06%*
After the Tender Offer: 58,921,766
shares
50.42%
* The 27.06 share percentage is calculated
against the total number of issued
shares
of the Target Company as of August
31, 2004.
(9) Date of Public Notice: September 15, 2004
(10) Tender Offer Agent: Nomura Securities Co., Ltd.
(11) Funds required for the Tender Offer: approximately 20,830 million yen
3. Agreement between the Tender Offeror
and
the Target Company regarding the Tender
Offer
The Board of Directors of the Target
Company
has resolved that the Board supports
the
Tender Offer.
4. Effect of the Tender Offer on the
Offeror
As a result of this Tender Offer, the
Target
Company will become a consolidated
subsidiary.
Information regarding the financial
impact
on the Offeror will be announced after
the
completion of the Tender Offer.
5. Others
The Target Company shall make payment
of
the interim dividend for the first
half of
the 133rd fiscal year ending March
31, 2005
to those shareholders and beneficial
owners
recorded on the shareholders register
of
the Target Company on the record date
of
September 30, 2004. Those who intend
to accept
the Tender Offer prior to the above
date
must complete the necessary procedures,
including
the transfer of shares, in order to
be eligible
to receive the interim dividend.