NEWS

2023.04.06

Notice Regarding Results of the Tender Offer for Nitto Kako Co., Ltd. (Securities Code: 5104) and Change in Subsidiary(Specified Subsidiary)

March 29, 2023

Envipro Holdings, Inc. (the “Tender Offeror”) passed a resolution, at its board of directors meeting held on February 10, 2023, to acquire common shares (the “Target Company Shares ”) of Nitto Kako Co., Ltd. (the “Target Company” listed on the Standard Market of Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) under code number 5104) through a tender offer (meaning a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”); the “Tender Offer”) and conducted the Tender Offer from February 13, 2023. As the Tender Offer was completed on March 28, 2023, the Tender Offeror hereby announces the results thereof, as stated below.

The Tender Offeror hereby also announces that the Target Company is planned to be a consolidated subsidiary of the Tender Offeror and to be classified as a specified subsidiary on April 4, 2023 (commencement date of settlement for the Tender Offer) as a result of the Tender Offer.

I. Results of the Tender Offer

1. Outline of Purchase

(1) Name and Location of the Tender Offeror
Envipro Holdings Inc.
3507-19 Yamamiya, Fujinomiya-shi, Shizuoka

(2) Name of the Target Company
Nitto Kako Co., Ltd.

(3) Types of Shares, Etc. Subject to Purchase
Common shares

(4) Number of Shares Scheduled to Be Purchased

Class of Shares

Number of Shares

to Be Purchased

Lower Limit of Shares

to Be Purchased

Upper Limit of Shares

to Be Purchased

Common Shares

3,837,482 shares

2,558,300 shares

- shares

Total

3,837,482 shares

2,558,300 shares

- shares

(Note 1)
If the total number of share certificates, etc. tendered in the Tender Offer (the “Tendered Share Certificates, Etc.”) is below the lower limit of shares to be purchased (2,558,300 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of the Tendered Share Certificates, Etc. is equal to or exceed the lower limit of shares to be purchased (2,558,300 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc.

(Note 2)
Shares of less than one unit are also subject to the Tender Offer. If shareholders exercise their right to request that the Target Company repurchase its shares of less than one unit in accordance with the Companies Act, the Target Company may purchase such shares during the Tender Offer Period (the “Tender Offer Period”), pursuant to the procedures under laws and regulations.

(Note 3)
No treasury shares owned by the Target Company are intended to be acquired through the Tender Offer.

(Note 4)
Since no upper limit of shares to be purchased has been set for the Tender Offer, the number of shares to be purchased is 3,837,482 shares, which is the maximum number of shares to be purchased by the Tender Offeror in the Tender Offer. Such maximum number of shares is calculated by subtracting the number of treasury shares (2,518 shares) held by the Target Company as of the same date from the total number of issued common shares of the Target Company as of December 31, 2022 (3,840,000 shares), as stated in the "Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2023 [Japanese GAAP] (Non-consolidated)" (the "Target Company's Third Quarter Financial Results") filed by the Target Company on February 10, 2023.

(5) Period for Purchase

(i) Period for Purchase
From Monday, February 13, 2023 to Tuesday, March 28, 2023 (30 business days)

(ii) Possibility of Extension Based on Requests by the Target Company
N/A

(6) Price of Tender Offer
490 yen per Common share

2. Results of Purchase

(1) Whether the Tender Offer Has Been Successful
In the Tender Offer, there was a condition that if the total number of the Tendered Share Certificates, Etc. is below the lower limit of shares to be purchased (2,558,300 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. However, as the total number of the Tendered Share Certificates, Etc. (3,212,101 shares) is not below the lower limit of shares to be purchased (2,558,300 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc., as stated in the Public Notice of Commencement of the Tender Offer and the Tender Offer Registration Statement.

(2) Date of Public Notice of the Tender Offer Results, and Name of Newspaper for the Public Notice
Pursuant to Article 27-13, paragraph 1 of the Act, the results of the Tender Offer were disclosed to journalistic organizations on March 29, 2023, at the Tokyo Stock Exchange using the method prescribed 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 on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the “Cabinet Office Order”).

 (3) Number of Shares, Etc. Purchased

Type of Shares, Etc.

(i) Number of Tenders

Converted into Shares

(ii) Number of Purchases

Converted into Shares

Share certificates

3,212,101 shares

3,212,101 shares

Share option certificates

- shares

- shares

Certificates of bonds with share options

- shares

- shares

Beneficiary certificates of share certificates, etc. in trust (  )

- shares

- shares

Depository receipt for share certificates, etc. (  )

- shares

- shares

Total

3,212,101 shares

3,212,101 shares

(Total number of dilutive share

certificates, etc.)

(- shares)

(- shares)

 (4) Ownership Ratio of Shares After Purchase

Number of Voting Rights Pertaining to Shares Owned by the Tender Offeror Before the Purchase

- voting rights

(Ownership Ratio of Shares Before the Purchase -%)

Number of Voting Rights Pertaining to Shares Owned by Special Related Parties Before the Purchase

- voting rights

(Ownership Ratio of Shares Before the Purchase -%)

Number of Voting Rights Pertaining to Shares Owned by the Tender Offeror After the Purchase

32,121 voting rights

(Ownership Ratio of Shares After the Purchase 83.71%)

Number of Voting Rights Pertaining to Shares Owned by Special Related Parties After the Purchase

- voting rights

(Ownership Ratio of Shares After the Purchase -%)

Number of Voting Rights of All Target Company Shareholders

38,313 voting rights

 

(Note 1)
The “Number of Voting Rights Pertaining to Shares Owned by Special Related Parties Before the Purchase” and “Number of Voting Rights Pertaining to Shares Owned by Special Related Parties After the Purchase” indicate the total number of voting rights pertaining to shares owned by each of special related parties (excluding those who are excluded from special related parties in the calculations of the ownership ratio of shares under each item of Article 27-2, paragraph 1 of the Act, pursuant to Article 3, paragraph 2, item 1 of the Cabinet Office Order).

(Note 2)
The “Number of Voting Rights of All Target Company Shareholders” indicates the number of voting rights held by all shareholders, etc. as of September 30, 2022, as stated in the Second Quarterly Report for the 96th Period filed by the Target Company on November 11, 2022. However, since shares constituting less than one unit are also eligible for the Tender Offer, in calculating the "Ownership Ratio of Shares Before the Purchase" and the " Ownership Ratio of Shares After the Purchase," the number of voting rights (38,374) was used as the denominator for the number of shares (3,837,482 shares), which was calculated by subtracting the number of treasury shares (2,518 shares) held by the Target Company as of the same date from the total number of issued common shares (3,840,000 shares) of the Target Company as of December 31, 2022, which is stated in the Target Company's Third Quarter Financial Results filed by the Target Company on February 10, 2023.

(Note 3)
The “Ownership Ratio of Shares Before the Purchase” and the “Ownership Ratio of Shares After the Purchase” have been rounded to two decimal places.

(5) Calculation in Case of Purchase by Pro Rata Method
N/A

(6) Method of Settlement

(i) Name and Location of the Head Office of the Financial Instruments Business Operator, Bank, etc. that Settles the Purchase
Tokai Tokyo Securities Co.,Ltd.    4-7-1 Meieki, Nakamura-ku, Nagoya City, Aichi

(ii) Commencement Date of Settlement
April 4, 2023 (Tuesday)

(iii) Method of Settlement
After the expiration of the Tender Offer Period, a notice of purchase through the Tender Offer is mailed to the address or the location of the person who accepts the offer to purchase shares, etc. under the Tender Offer or applies for the sale, etc. (the “tendering shareholders”) (or the standing proxy in the case of shareholders residing in foreign countries (including corporate shareholders; the “foreign shareholders”)) without delay. The purchase is made for cash. On or after the commencement date of settlement, the Tender Offer Agent shall transfer the sales proceeds for purchased shares to the place designated by the tendering shareholders (or the standing proxy in the case of foreign shareholders) or shall pay to the account of the tendering shareholders who accepted a tender of the Tender Offer Agent without delay in accordance with instructions of the tendering shareholders (or the standing proxy in the case of foreign shareholders).

3. Policies After the Tender Offer and Future Outlook

With respect to policies after the Tender Offer and future outlook, there are no changes from that described in the "Notice of Commencement of Tender Offer for Nitto Kako Co., Ltd. (Securities Code 5104)" released by the Tender Offeror on February 10, 2023.

4. Place Where a Copy of the Tender Offer Report is Kept for Public Inspection

Envipro Holdings, Inc.
(87-1 Tanaka-cho, Fujinomiya-shi, Shizuoka)

Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabuto-cho, Chuo-ku, Tokyo)

Ⅱ. Change in Subsidiary

1. Reasons for the Change

As a result of the Tender Offer, the Target Company is planned to be a consolidated subsidiary of the Tender Offeror on April 4, 2023 (commencement date of settlement for the Tender Offer). Since the amount of the Target Company's capital is equivalent to one-tenth or more of the amount of the Tender Offeror's capital, the Target Company will be a specified subsidiary of the Tender Offeror.

2. Outline of the Subsidiary Subject to the Change (Target Company)

(i)

Name

Nitto Kako Co., Ltd.

(ii)

Location

6-1-3 Ichinomiya, Samukawa-machi, Koza Gun, Kanagawa

(iii)

Title and Name of Representative

Takahiro Sakashita, President and Representative Director

(iv)

Description of Business

Manufacture and sale of rubber and resin products

(v)

Stated Capital

¥1,920 million (as of September 30, 2022)

(vi)

Date of Incorporation

July 1949

(vii)

 

Major Shareholders and Shareholding Ratio (as of September 30, 2022)

(Note 1)

OSAKA SODA CO.,LTD.

31.27%

Aichi Tire Industry Co.,Ltd.

5.25%

Mitsubishi Chemical Corporation

4.97%

Nitto Kako client share ownership

3.57%

Mitsubishi UFJ Trust and Banking Corporation

2.48%

鈴木 隆史 (individual investor)

2.28%

Heiwa Corporation

1.69%

野口 弘 (individual investor)

0.92%

Matsui Securities Co,Ltd.

0.91%

Nitto Kako employee share ownership

0.87%

(viii)

Relationships Between the Tender Offeror and the Target Company

 

Capital Relationship

N/A

Personnel Relationship

N/A

Business Relationship

N/A

The transactions of the sale of the Target Company's rubber mat products and the purchase of rubber color chips and other products has been made between Toyo Rubber Chip, a wholly owned subsidiary of the Tender Offeror, and the Target Company.

Status as Related Party

N/A

(ix)

The Target Company’s Consolidated Business Performance and Consolidated Financial Condition

for the Last Three Years

 

Accounting Period

Fiscal Year Ended March 2020

Fiscal Year Ended March 2021

Fiscal Year Ended March 2022

Net asset (thousand yen)

2,861,013

2,850,951

2,940,916

Total assets (thousand yen)

6,113,125

5,929,386

5,983,895

Net asset per share (yen)

745.52

742.92

766.37

Net sales (thousand yen)

7,609,168

3,282,264

3,459,267

Operating profit (thousand yen)

215,202

38,067

60,691

Ordinary profit (thousand yen)

217,278

63,253

108,076

Net income per share (yen)

39.82

4.79

23.12

Dividend per share (yen)

8.0

-

5.0

(Note 1)
“(vii) Major Shareholders and Shareholding Ratio (as of September 30, 2022)” is taken from the "Status of Major Shareholders" in the Second Quarterly Report for the 96th Period filed by the Target Company on November 11, 2022.

3. Number of Shares Acquired, Acquisition Price, and Status of Shareholding Before and After the Acquisition

(i)Number of Shares Owned Before the Change

-shares

(Number of voting rights: - voting rights)

(Ownership ratio of voting rights: - %)

(ii) Number of Shares Acquired

3,212,101 shares

(Number of voting rights: 32,121 voting rights)

(Ownership ratio of voting rights: 83.71%)

(iii) Acquisition Costs

Target Company Shares 1,573 million yen

(iv) Number of Shares Owned After the Change

3,212,101 shares

(Number of voting rights: 32,121 voting rights)

(Ownership ratio of voting rights: 83.71%)

(Note 1)
In calculating the " Ownership ratio of voting rights ," the number of voting rights (38,374) was used as the denominator for the number of shares (3,837,482 shares), which was calculated by subtracting the number of treasury shares (2,518 shares) held by the Target Company as of the same date from the total number of issued common shares (3,840,000 shares) of the Target Company as of December 31, 2022, which is stated in the Target Company's Third Quarter Financial Results filed by the Target Company on February 10, 2023.

(Note 2)
The “Ownership ratio of voting rights” has been rounded to two decimal places.

(Note 3)
The “Acquisition Costs” rounded down to the nearest million yen. Advisory fees, etc. are not included.

4. Schedule of the Change (Planned)

April 4, 2023 (Tuesday) (commencement date of settlement for the Tender Offer)

5. Future Prospects

The impact of the change in subsidiary through the Tender Offer on the Tender Offeror’s consolidated business results in the future is being examined. If any matter to be announced arises, the Tender Offeror will promptly announce it.

The Target Company's financial statements will be incorporated into the Tender Offeror's consolidated financial statements from the third quarter of the Tender Offeror's fiscal year ending June 30, 2023.

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