The Tender Offer is now complete, since the total number of shares tendered in the Tender Offer exceeded the minimum threshold of shares.

Transcription

1 To whom it may concern: March 23, 2017 Company Name: Representative: Calsonic Kansei Corporation Hiroshi Moriya, President and CEO (Stock Code: 7248, First Section of the Tokyo Stock Exchange) Inquiries: Atsuhiko Akiyama, General Manager of Financial Strategy & Planning Group, Global Finance Division TEL. (048) Announcement Concerning the Results of the Tender Offer for Shares of the Company by CK Holdings Co., Ltd. and Changes in the Parent Company and Largest Shareholder among Major Shareholders Calsonic Kansei Corporation (the Company ) hereby announces that the tender offer (the Tender Offer ) targeting the shares of common stock of the Company (the Company Shares ), which had been conducted since February 22, 2017 by CK Holdings Co., Ltd. (the Offeror ), was completed on March 22, The Company also hereby announces that on March 29, 2017, the parent company and the largest shareholder among the major shareholders of the Company will change as a result of the Tender Offer. 1. Results of the Tender Offer Today, the Company received a report from the Offeror on the results of the Tender Offer, set out in the attached Announcement Regarding Results of the Tender Offer for the Shares of Calsonic Kansei Corporation (Securities Code: 7248) by CK Holdings Co., Ltd.. The Tender Offer is now complete, since the total number of shares tendered in the Tender Offer exceeded the minimum threshold of shares. 2. Changes to the Parent Company and the Largest Major Shareholder (1) Scheduled date of change March 29, 2017 (the commencement date of settlement for the Tender Offer) (2) Background to the change The Offeror made an announcement on February 21, 2017 to conduct the Tender Offer, and the Company resolved at a meeting of the board of directors held on the same day to express an opinion supporting the Tender Offer and recommending that shareholders of the Company tender their shares in the Tender Offer. The Tender Offer was conducted from February 22, 2017 to March 22, 2017, and the Company has received a report from the Offeror indicating that 255,018,138 Company Shares were tendered in the Tender Offer and the Offeror will acquire all of such tendered shares. 1

2 As a result, because the ratio of voting rights held by the Offeror to the voting rights held by all other shareholders of the Company will exceed fifty percent on March 29, 2017 (the commencement date of settlement for the Tender Offer) upon the settlement of the Tender Offer, the Offeror will newly become the parent company and the largest shareholder among the major shareholders of the Company. In addition, the Company received a report from Nissan Motor Co., Ltd. ( Nissan ) indicating that Nissan tendered 111,163,990 Company Shares in the Tender Offer, representing all of the Company Shares it held. As a result, from March 29, 2017, Nissan will no longer qualify as the parent company and largest shareholder among the major shareholders of the Company. (3) Overview of changes in shareholders (i) Outline of the shareholder who will newly become the parent company and the largest shareholder among major shareholders (1) Name CK Holdings Co., Ltd. (2) Location 11F, Meiji Yasuda Building, Marunouchi, Chiyoda-ku, Tokyo (3) Title and Name of Representative William Janetschek, Representative Director (4) Type of Business Commerce and any business incidental or related to commerce (5) Amount of Capital 25,000 (6) Date of Incorporation October 6, 2016 (7) Net Assets 25,000 (As of February 21, 2017) (8) Total Assets 50,000 (As of February 21, 2017) (9) Major Shareholders and Shareholding Ratio (10) Relationship between the Company and the shareholder KKR CK Investment L.P. (Shareholding ratio: 100%) Capital Relationship Personnel Relationship Business Relationship N/A N/A N/A (ii) Outline of the shareholder who will cease to be the parent company and the largest shareholder among major shareholders (1) Name Nissan Motor Co., Ltd. (2) Location 2, Takara-cho, Kanagawa-ku, Yokohama-shi, Kanagawa (3) Title and Name of Representative Carlos Ghosn, President (4) Type of Business Manufacturing, sales and related business of automotive products. (5) Amount of Capital 605,813 million (6) Date of Incorporation December 26, 1933 (7) Consolidated Net Assets 5,140,745 million (As of March 31, 2016) 2

3 (8) Consolidated Total Assets 17,373,643 million (As of March 31, 2016) (9) Major Shareholders and Shareholding Ratio (As of September 30, 2016) (10) Relationship between the Company and the shareholder Capital Relationship Personnel Relationship Business Relationship Renault S.A. (Standing agent: Settlement & Clearing Services Division, Mizuho Bank, Ltd.) THE CHASE MANHATTAN BANK, N.A., LONDON SPECIAL ACCOUNT NO. 1 (Standing agent: Settlement & Clearing Services Division, Mizuho Bank, Ltd.) (Note 1) % 3.33% Japan Trustee Services Bank, Ltd. (Trust account) 2.96% Japan Master Trust Bank of Japan, Ltd. (Trust account) 2.56% STATE STREET BANK AND TRUST COMPANY (Standing agent: Tokyo Branch, The Hongkong and Shanghai Banking Corporation Limited) 1.98% Japan Trustee Services Bank, Ltd. (Trust account 9) 1.64% Nippon Life Insurance Company 1.26% JP Morgan Chase Bank (Standing agent: Settlement & Clearing Services Division, Mizuho Bank, Ltd.) The Bank of New York Mellon SA/NV 10 (Standing agent: The Bank of Tokyo-Mitsubishi UFJ, Ltd.) 1.01% 0.92% Japan Trustee Services Bank, Ltd (Trust account 7) 0.84% As of today, Nissan holds 111,163,990 Company Shares (representing an ownership percentage (Note 2) of 40.68% of the Company). However, Nissan has tendered all of its Company Shares in the Tender Offer. One (1) statutory auditor of the Company serves concurrently as a statutory auditor of Nissan s subsidiary. Three (3) out of the five (5) directors of the Company and two (2) out of the four (4) statutory auditors of the Company previously worked for Nissan. Additionally, as of March 31, 2016, there were 46 individuals who had been seconded to the Company from Nissan and its subsidiary. The Company sells automotive parts that it manufactures to Nissan. (Note 1) Daimspain, S.L. substantially holds 140,142 thousand shares of Nissan although those shares are in custody of THE CHASE MANHATTAN BANK, N.A. LONDON SPECIAL ACCOUNT NO. 1 on the shareholders register. (Note 2) Ownership percentage is the percentage of shares held by a shareholder to the total issued and outstanding shares of the Company (273,241,631 shares) as of December 31, 2016, as stated in the 116th Fiscal Period Third Quarter Securities Report of the Company filed on February 10, 2017 (rounded to two decimal places).

4 (4) Number and ownership ratio of voting rights held by the shareholders before and after the change (i) CK Holdings Co., Ltd. Before change After change Status Voting rights directly held Number of voting rights (ownership ratio of voting rights) Voting rights subject to aggregation Total Rank among large shareholders Parent company and the largest shareholder among major shareholders 255,018 rights (95.21%) - 255,018 rights (95.21%) 1st (ii) Nissan Motor Co., Ltd. Before change After change (Note) Status Parent company and the largest shareholder among major shareholders Voting rights directly held 111,163 rights (41.50%) Number of voting rights (ownership ratio of voting rights) Voting rights subject to aggregation - Total 111,163 rights (41.50%) Rank among large shareholders The ownership ratio of voting rights is the ratio of voting rights owned by a shareholder to the number of voting rights (267,857 rights) represented by the number of shares (267,857,772 shares) obtained by deducting the number of treasury shares held by the Company as of December (5,383,859 shares) as stated in the Company s Consolidated Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2017 (Japanese GAAP), released by the Company on February 10, 2017, from the total number of issued and outstanding Company Shares (273,241,631 shares) as of December 31, 2016 as stated in the 116th Fiscal Period Third Quarter Securities Report of the Company filed on February 10, 2017 (rounded to two decimal places). 1st (5) Change in unlisted parent company, etc. that is subject to disclosure requirements As a result of the change hereby, the Offeror will be subject to disclosure requirements as an unlisted parent company, etc. of the Company. 3. Future Outlook Although 255,018,138 Company Shares were tendered in the Tender Offer as stated above, because the Offeror was unable to acquire all of the Company Shares through the Tender Offer, the Offeror intends to acquire all of 4

5 the Company Shares (except for the treasury shares held by the Company) in accordance with a series of procedures as described in the section titled (5) Policy for organizational restructuring after the Tender Offer (matters relating to Two-Step Acquisitions ) under 3. Details of, and Grounds and Reasons for, the Opinion on the Tender Offer of the press release Announcement Concerning Opinion on Tender Offer by CK Holdings Co., Ltd. dated February 21, As a result, the Company Shares will be delisted through the prescribed procedures, in accordance with the delisting standards of the Tokyo Stock Exchange, Inc. (the Tokyo Stock Exchange ). After delisting, the Company Shares will no longer be traded on the Tokyo Stock Exchange. The Company, upon discussion with the Offeror, will announce specific details and expected timing promptly once determined. Additionally, as stated in the Announcement on the Distribution of Surplus (the Special Dividend ) and Provisional Settlement of Accounts dated February 10, 2017 (the Company s February 10, 2017 Press Release (Special Dividend) ), the Company resolved at the meeting of the board of directors of the Company held on February 10, 2017 to conduct a distribution of surplus (the Special Dividend ) in connection with, and conditional on the completion of, the Tender Offer, and the dividend amount per share will be 570 (the Company has set the record date for the Special Dividend as February 21, 2017, as stated in the Notice regarding Establishment of Record Date for the Distribution of Surplus (the Special Dividend ) dated February 3, 2017). As stated above, the Tender Offer is now complete and the condition precedent to the Special Dividend has been satisfied; therefore, as described in the Company s February 10, 2017 Press Release (Special Dividend), the Company plans to pay the Special Dividend on March 30, 2017, the effective date of the Special Dividend. For further details regarding the Special Dividend, please refer to the Company s February 10, 2017 Press Release (Special Dividend). End (Reference) Please refer to the attached material issued by the Offeror today, titled Announcement Regarding Results of the Tender Offer for the Shares of Calsonic Kansei Corporation (Securities Code: 7248) by CK Holdings Co., Ltd.. Note: This is an English translation of the Japanese press release disclosed to Tokyo Stock Exchange. If there is any inconsistency between the English and the Japanese releases, the Japanese-language documentation will prevail. 5

6 [Translation] March 23, 2017 Company Name: CK Holdings Co., Ltd. Representative: William Janetschek, Representative Director Tel: Announcement Regarding Results of the Tender Offer for the Shares of Calsonic Kansei Corporation (Securities Code: 7248) by CK Holdings Co., Ltd. CK Holdings Co., Ltd. (the Offeror ) has conducted a tender offer for the common stock of Calsonic Kansei Corporation (Securities Code: 7248, First Section of the Tokyo Stock Exchange, Inc. (the Tokyo Stock Exchange ); the company referred to as the Target Company, and its common stock, Target Company Shares ) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the Act ) that commenced on February 22, 2017 (the Tender Offer ). As of March 22, 2017, the Tender Offer has been completed, and the Offeror hereby announces the results of the Tender Offer as described below. 1. Outline of tender offer (1) Name and address of the Offeror Name: CK Holdings Co., Ltd. Address: 11F, Meiji Yasuda Seimei Building, 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo (2) Name of the Target Company Calsonic Kansei Corporation (3) Class of Shares for tender offer Common stock (4) Number of Shares to be purchased Number of Shares to be purchased Minimum number of Shares to be purchased Maximum number of Shares to be purchased 267,857,772 (shares) 178,571,848 (shares) - (shares) Note 1: If the total number of Target Company Shares tendered in the Tender Offer (the Tendered Shares ) is less than the minimum number of Shares to be purchased (178,571,848 shares), the Offeror will not purchase any of the Tendered Shares. If the total number of Tendered Shares is equal to or exceeds the minimum number of Shares to be purchased (178,571,848 shares), the Offeror will purchase all the 6

7 Tendered Shares. The minimum number of Shares to be purchased in the Tender Offer is the number of shares equivalent to two-thirds of the number of shares (267,857,772 shares) representing (i) the total number of issued shares (273,241,631 shares) as of December 31, 2016, as stated in the 116th Fiscal Period Third Quarter Securities Report of the Target Company filed on February 10, 2017 (the 116th Fiscal Period Third Quarter Securities Report ), minus (ii) the 5,383,859 treasury shares held by the Target Company as of December 31, 2016, as stated in the Target Company s Consolidated Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2017 (Japanese GAAP), released by the Target Company on February 10, 2017 (the FY2016 Third Quarter Financial Results ). Note 2: Note 3: Note 4: The Offeror does not intend to acquire the treasury shares held by the Target Company through the Tender Offer. In the Tender Offer, the Offeror has not set a maximum number of Shares to be purchased, so the number of Shares to be purchased is stated as the maximum number of Shares (267,857,772 shares) that can be acquired by the Offeror through the Tender Offer. This figure represents (i) the total number of issued shares (273,241,631 shares) as of December 31, 2016, as stated in the 116th Fiscal Period Third Quarter Securities Report, minus (ii) the 5,383,859 treasury shares held by the Target Company as of December 31, 2016, as stated in the FY2016 Third Quarter Financial Results. Shares less than one unit are also subject to the tender offer. If a right to request a purchase of shares less than one unit is exercised by shareholders in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase its own shares less than one unit during the period for the Tender Offer (the Tender Offer Period ) in accordance with procedures required by laws and regulations. (5) Tender offer period (i) (ii) Initial term as of registration From Wednesday, February 22, 2017 through Wednesday, March 22, 2017 (20 business days) Possibility of extension of tender offer period upon request of the Target Company If the Target Company had submitted a Position Statement in accordance with Article 27-10(3) of the Act to the effect that the Target Company requests an extension of the Tender Offer Period, the Tender Offer Period would have been extended to April 5, 2017 (Wednesday) (30 business days), but this was not applicable. (6) Price of tender offer 1,290 yen per share of common stock 7

8 2. Results of tender offer (1) Outcome of tender offer In the Tender Offer, the Offeror set the condition that it would not purchase any of the Tendered Shares if the total number of Tendered Shares was less than the minimum number of Shares to be purchased (178,571,848 shares). Since the total number of Tendered Shares (255,018,138 shares) exceeded the minimum number of Shares to be purchased (178,571,848 shares), the Offeror intends to purchase all of the Tendered Shares as described in the public notice of commencement of the Tender Offer and the Tender Offer Registration Statement. (2) Date of public notice of the results of the Tender Offer and name of newspaper in which public notice is to appear In accordance with Article 27-13, Paragraph 1 of the Act, the Offeror has publicly announced the results of the Tender Offer to the press on March 23, 2017 at 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 Ordinance with respect to Disclosure of a Tender Offer for Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministry of Finance Ordinance No. 38 of 1990, as amended). (3) Number of Shares purchased Class of Shares Number of tendered Shares on a number-ofshares basis Number of Shares purchased on a numberof-shares basis Share certificates 255,018,138 (shares) 255,018,138 (shares) Certificates of stock acquisition rights - - Certificates of corporate bonds with stock acquisition rights - - Beneficiary certificates of trust of Shares ( ) - - Deposit receipts for Shares ( ) - - Total 255,018,138 (shares) 255,018,138 (shares) (Total number of potential Shares) - ( - ) 8

9 (4) Proportion of ownership of Shares after the tender offer Number of voting rights represented by Shares held by the Offeror prior to the tender offer Number of voting rights represented by Shares held by special related parties prior to the tender offer Number of voting rights represented by Shares held by the Offeror after the tender offer Number of voting rights represented by Shares held by special related parties after the tender offer Total number of voting rights of all shareholders of the Target Company - Proportion of ownership of Shares prior to the tender offer: -% - Proportion of ownership of Shares prior to the tender offer: -% 255,018 Proportion of ownership of Shares after the tender offer: 95.21% 267,276 - Proportion of ownership of Shares after the tender offer: -% Note 1: Note 2: The Total number of voting rights of all shareholders of the Target Company is the number of voting rights of all shareholders as of December 9, 2016 according to the shareholder register based on the record date (December 9, 2016) stated in the 116th Fiscal Period Third Quarter Securities Report as immediately prior to such report. However, since all of the Target Company Shares including shares less than one unit (excluding treasury shares held by the Target Company) are subject to the Tender Offer, when calculating the Proportion of ownership of Shares prior to the tender offer and the Proportion of ownership of Shares after the tender offer, 267,857 voting rights represented by 267,857,772 shares is used as a denominator. This number of shares (267,857,772 shares) represents: (i) the total number of issued shares (273,241,631 shares) as of December 31, 2016, as stated in the 116th Fiscal Period Third Quarter Securities Report, minus (ii) the number of treasury shares held by the Target Company (5,383,859 shares) as of December 31, 2016, as stated in the FY2016 Third Quarter Financial Results. The Proportion of ownership of Shares prior to the tender offer and the Proportion of ownership of Shares after the tender offer have been rounded to the second decimal place. (5) Calculation in the case of tender offer on a pro rata basis N/A (6) Method of settlement (i) Name and address of head office of financial instruments dealers/bank etc. in charge of settlement of tender offer SMBC Nikko Securities Inc. 3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo 9

10 (ii) Commencement date of settlement March 29, 2017 (Wednesday) (iii) Method of settlement A notice regarding the purchase under the Tender Offer will be mailed to the address of any person who applies to sell Shares in the Tender Offer (the Tendering Shareholders ) (or the standing proxy in the case of shareholders residing outside Japan (including corporations, Non-Resident Shareholders )) without delay after the expiration of the Tender Offer Period. If the Tendering Shareholders tendered their shares through online trading ( (Nikko Easy Trade), the notice will be delivered by electromagnetic means. The purchase will be settled in cash. The tender offer agent will, in accordance with the instructions given by the Tendering Shareholders (or the standing proxy in the case of Non-Resident Shareholders) and without delay on or after the commencement date of settlement, remit the purchase price with regard to the Shares purchased to the address designated by the Tendering Shareholders (or the standing proxy in the case of Non-Resident Shareholders). 3. Post-tender offer policy and future outlook There has been no change in the policy for after the Tender Offer described in the Announcement Regarding Commencement of the Tender Offer for the Shares of Calsonic Kansei Corporation (Securities Code: 7248) by CK Holdings Co., Ltd. released by the Offeror on February 21, Place where a copy of the tender offer report is available for public inspection CK Holdings Co., Ltd. 11F, Meiji Yasuda Seimei Building, 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo Tokyo Stock Exchange, Inc. 2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo End 10