Notice Concerning Commencement of Tender Offer for the Shares etc. of JASTEC Co.,Ltd.
April 5, 2024
NTT DATA Group Corporation
NTT DATA JAPAN Corporation
NTT DATA JAPAN Corporation ("NTT DATA") decided at a meeting of its board of directors held today to acquire shares etc. of JASTEC Co.,Ltd. ("JASTEC") through a tender offer ("Tender Offer").
JASTEC also resolved at a meeting of its board of directors held today to express an opinion supporting the Tender Offer and to recommend the shareholders and the stock acquisition right holders of JASTEC to tender in the Tender Offer.
1. Background
Guided by its corporate philosophy of "using information technology to create new paradigms and values, which help contribute to a more affluent and harmonious society," NTT DATA Group has been contributing to the development of its customers’ businesses and society by developing innovative paradigms backed by information technology of NTT DATA Group with customers and improving such paradigms post-operation. NTT DATA has announced its intention to proactively invest in domestic M&A for the purpose of expanding its business presence in Japan by strengthening its consulting, digital technology, and system development capabilities, while also expanding its asset base.
As part of this series of investments, NTT DATA and JASTEC have engaged in in-depth discussions and have reached a mutual understanding on the need to establish a direct capital relationship beyond previous collaborative efforts to facilitate integrated business management.
JASTEC, an independent software developer in Japan, is a key business partner of NTT DATA.
JASTEC specializes in software development via turnkey contracting rather than manpower leasing (temporary staffing), and has steadily expanded its business through its advanced technological capabilities and know-how, enabling it to offer low-cost, high-quality software across various industries, as well as through its extensive track record that underscores these capabilities and know-how.
2. Overview
1. Overview of the Target Company
| (1) Name | JASTEC Co.,Ltd. |
|---|---|
| (2) Description of Business | Software technology development and sales, and businesses incidental thereto. |
| (3) Date of Incorporation | July 16, 1971 |
| (4) Location of Head Office | 5-23, Takanawa 3-chome, Minato-ku, Tokyo |
| (5) Representative | President and Representative Director, Hidetoshi Muranaka |
| (6) Share Capital | 2,239million yen (as of November 30, 2023) |
| (7) Stock Exchange Listings | the Tokyo Stock Exchange |
| (8) Total number of shares issued and outstanding | 18,287,000 shares (including 1,095,556 treasury shares as of November 30, 2023) |
| (9) Relationship between JASTEC and NTT DATA | Outsourcing of business in the financial, public and social infrastructure and corporate field There is no capital or personal relationship between JASTEC and NTT DATA. |
| (10) Employees | 1,391 (as of November 30, 2023) |
| (11) Net sales | 20,762 million yen (fiscal period ended November 2023) |
2. Tender Offer Period
From April 8, 2024 (Monday) to May 23, 2024 (Thursday)
3. Tender Offer Price
1,940 yen per share of common stock
63,300 yen per unit of 17th Stock Acquisition Rights (stock acquisition rights issued on April 4, 2018)
94,400 yen per unit of 18th Stock Acquisition Rights (stock acquisition rights issued on April 4, 2019)
4. Number of Share Certificates to Be Purchased
| common stock | Total number of shares to be purchased : 17,652,744 shares |
|---|
- * If the total number of tendered shares, etc. (including the number of shares to be issued upon exercise of the Stock Acquisition Rights) falls below the minimum number of shares, etc. to be purchased (11,768,500 shares; Shareholding Ratio: 66.67%), none of the tendered shares, etc. will be purchased.
- * No maximum number of shares, etc. to be purchased has been established with respect to the Tender Offer. If the total number of tendered shares, etc. is equal to or exceeds the minimum number of shares, etc. to be purchased, all of the tendered shares, etc. will be purchased.
- * None of the treasury stocks held by JASTEC are planned to be acquired through the Tender Offer.
5. Changes in the Shareholding Ratio after the Tender Offer
| Ratio of voting rights before the Tender Offer : 0% |
| Ratio of voting rights after the Tender Offer : 100% (if all shares, etc. are tendered) |
6. Date of Public Notice of Commencement of Tender Offer
April 8, 2024 (Monday)
7. Tender Offer Agent
Daiwa Securities Co. Ltd.
8. Material Agreements Concerning the Tender Offer
For the Tender Offer, NTT DATA has executed with Shigeru Kamiyama (2,953,600 shares, Shareholding Ratio 16.73%), who is a JASTEC’s founder and the largest shareholder, and Sasuyama Ltd. (1,200,000 shares, Shareholding Ratio 6.80%), which is his asset management company, tender offer agreements as of April 5, 2024, under which it is agreed that all Target Company’s shares owned by Shigeru Kamiyama and Sasuyama Ltd. will be tendered in the Tender Offer.
9. Future Prospects
If the Tender Offer is successfully completed, JASTEC will become a consolidated subsidiary of NTT DATA. If NTT DATA does not acquire all of the shares, etc. of JASTEC (excluding treasury stocks held by JASTEC) through the Tender Offer, it is planned that, after the completion of the Tender Offer, a series of procedures ("Squeeze-Out Procedures") will be carried out to make NTT DATA only shareholder of JASTEC and make JASTEC a wholly-owned subsidiary of NTT DATA. Accordingly, JASTEC is expected to be delisted.
End
Disclaimer
Regulation on Solicitation
This press release is to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting the sale of shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanatory Statement for the Tender Offer and make their own independent decision. This press release does not constitute, nor form part of, any offer to sell, solicitation of a sale of, or any solicitation of an offer to buy, any securities. In addition, neither this press release (nor any part of it) nor the fact of its distribution shall form the basis of any agreement regarding the Tender Offer, nor shall it be relied on in connection with executing any such agreement.
Forward-Looking Statements
This press release contains projections and forward-looking statements concerning the future plans and strategies of NTT DATA Group Corporation, NTT DATA and JASEC in the case where NTT DATA acquires JASTEC's shares. This press release may contain expressions concerning future prospects, including those relating to the future business of NTT DATA Group Corporation, NTT DATA, JASEC and other companies and entities. Such expressions are based on the current business prospects of NTT DATA Group Corporation and NTT DATA, and the actual results may differ materially from such prospects due to a variety of risks and uncertainties. In relation to the information in this press release, NTT DATA does not assume any obligation to update or modify the expressions that concern future prospects in order to reflect actual performance and other circumstances and developments, changes to the conditions, or other related factors.
U.S. Regulation
The Tender Offer will not be conducted, directly or indirectly, in or targeted at the United States, nor through the U.S. postal mail services or other interstate or international commercial methods or means (including, but not limited to, telephone, telex, facsimile, e-mail, and Internet communication), nor through any stock exchange facilities in the United States. No tender in the Tender Offer may be made through any of the aforementioned methods or means, through those stock exchange facilities, or from the United States. In addition, neither the press release related to the Tender Offer nor other relevant documents will, or may, be sent or distributed in, to, or from the United States by the postal mail services or other means. No tender in the Tender Offer that violates, directly or indirectly, any of the aforementioned restrictions will be accepted.
Other Countries
Some countries or regions may impose restrictions on the announcement, issuance, or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, receipt of this press release or a translation thereof shall not constitute a solicitation of an offer to sell or an offer to purchase shares, etc. related to the Tender Offer and shall be deemed to be a distribution of materials for informative purposes only.
Contact
NTT DATA Group Corporation
Public Relations Department
E-mail : nttdata-pr-inquiries@am.nttdata.co.jp