Notification with Respect to Results of Tender Offer for Shares of Kentucky Fried Chicken Japan, Ltd. and New Consolidation as a Subsidiary

Transcription

1 December 8, 2007 Notification with Respect to Results of Tender Offer for Shares of Kentucky Fried Chicken Japan, Ltd. and New Consolidation as a Subsidiary Mitsubishi Corporation (the Company or the Tender Offeror ) has concluded as of December 7, 2007 a tender offer (the Tender Offer ) for the shares of common stock of Kentucky Fried Chicken Japan, Ltd. (listed at the second section of the Tokyo Stock Exchange, code 9873, the Subject Company ) which the board of directors of the Company resolved to launch at its board meeting on October 31 and commenced on November 1, In connection with the conclusion of the Tender Offer, we would like to provide notice of the following. We also would like to inform that the Subject Company will become our consolidated subsidiary as a result of the Tender Offer.. Results of the Tender Offer Description of the Tender Offer (1) Name of Subject Company Kentucky Fried Chicken Japan, Ltd. (2) Number of Share Certificates to be Acquired in the Tender Offer Expected Number of Shares to be Acquired if Converted into Shares (if any) Minimum Number of Shares to be Acquired if Converted into Shares (if any) Maximum Number of Shares to be Acquired if Converted into Shares (if any) 7,151,000 shares (Note 1) The Tender Offer does not include any condition prescribed in any Item of Article 27-13, Paragraph 4 of the Financial Instrument and Exchange Law. Accordingly, the Tender Offer will be effective and all the shares tendered will be acquired by the Tender Offeror. (Note 2) As stated in 1. Purpose of the Tender Offer in Mitsubishi Corporation Announces Commencement of Tender Offer ( Press release of commencement of Tender Offer ) dated October 31, 2007, the purpose of the Tender Offer is to acquire 7,151,000 shares which are all of those that can be tendered into the Tender Offer out of 7,151,100 shares of Subject Company common stock (representing approximately 31.11% of Subject 1

2 Company common stock as of May 31, 2007) currently held by Kentucky Fried Chicken Corporation Holdings Ltd. ( US KFC ; such stake referred to below as the US KFC Holding Stake ). Accordingly, the Expected Number of Shares to be Acquired if Converted into Shares (if any) sets forth the number of the US KFC Holding Stake (7,151,000 shares, the Expected Number of Shares to be Acquired ). (3) Tender Offer Period From November 1, 2007 (Thursday) to December 7, 2007 (Friday) (For 26 Business Days) (4) Price of the Tender Offer 1,947 yen per share of Common Stock 2. Results of the Tender Offer (1) Results of Tendered Shares All the tendered share certificates, etc. will be purchased by the Tender Offeror. Types of Shares, etc. Expected Number of Shares to be Acquired Number of Shares in Excess of Minimum Number of Shares Tendered Number of Shares to be Acquired Common Stock 7,151,000 shares 7,618,500 7,618,500 Total 7,151,000 shares 7,618,500 7,618,500 (2) Holding Ratio of Share Certificates, etc. after the Tender Offer Number of Voting Rights of Share Certificates, etc., Owned by the Tender Offeror before the Tender Offer Number of Voting Rights of Share Certificates, etc., Owned by the Special Interested Party(ies) before the Tender Offer Number of Voting Rights of Share Certificates, etc., Owned by Special Interested Party(ies) after the Tender Offer Number of Voting Rights Share Certificates, etc., Owned by Special Interested Party(ies) after the Tender Offer Total Number of Voting Rights of Shareholders of the Subject Company 7,150 7,214 14, ,677 etc., before the Tender Offer: 31.24%) etc., before the Tender Offer: 31.51%) etc., after the Tender Offer: 64.52%) etc., after the Tender Offer: 0.28%) 2

3 (Note 1) Number of Voting Rights of Share Certificates, etc., Owned by Special Interested Party(ies) before the Tender Offer and Number of Voting Rights of Share Certificates, etc., Owned by Special Interested Party(ies) after the Tender Offer represents the total number of voting rights attached to the share certificates, etc. owned by each Special Interested Party (except for treasury stock owned by the Subject Company). (Note 2) Total Number of Voting Rights of Shareholders of the Subject Company is based on the total number of voting rights of the shareholders as of November 30, 2007, as stated in the Semi-Annual Report for the 39th period filed by the Subject Company on August 23, However, since shares constituting less than one unit were subject to the Tender Offer, for the purposes of calculation of the Holding Ratio of Share Certificates, etc., before the Tender Offer and the Holding Ratio of Share Certificates, etc. after the Tender Offer, the Total Number of Voting Rights of Shareholders of the Subject Company is 22,892, including the number of voting rights (215 voting rights) represented by the shares constituting less than one unit (215,000 shares) as of November 30, 2007 as stated in the above-mentioned Semi-Annual Report (Note 3) Holding Ratio of Share Certificate, etc., after the Tender Offer is rounded to two decimal points. (3) Calculation of the Tender Offer by the Proportional Allocation Method Not applicable (4) Funds Required for the Tender Offer Approximately 14,833 million yen (5) Method of Settlement a. Name and Address of Head Offices of Financial Instruments Dealer or Banks, etc. in Charge of Settlement Nikko Citigroup Limited Marunouchi, Chiyoda-Ku, Tokyo; and Nikko Cordial Securities Inc Marunouchi, Chiyoda-Ku, Tokyo b. Commencement Date of Settlement December 14, 2007 (Friday) c. Method of Settlement A written notice of settlement will be mailed to the address or location of each Tendering Shareholder, etc. (or the standing proxy in the case of a non-resident 3

4 shareholder) promptly after the end of the Tender Offer Period. Payment of the purchase price will be made in cash. Nikko Citigroup Limited or Nikko Cordial Securities Inc. will remit the purchase price for share certificates promptly on or after the commencement date of settlement to the account designated by each Tendering Shareholder (or the standing proxy in the case of a non-resident shareholder). 3. Post Tender Offer Strategy and Future Prospects The Company aims to further expand profits and improve corporate value of the Subject Company by providing personnel, procurement, logistics, product development, and marketing support as well as by pursuing synergies with the Company s group companies, much more than before. The common stock of the Subject Company is currently listed on the Second Section of the Tokyo Stock Exchange. It is the desire of the Company and the Subject Company to maintain the Subject Company s public status after the Tender Offer. The impact of the Tender Offer is minor both on a consolidated basis and on a non-consolidated basis. 4. Location at which a Copy of the Tender Offer Report is available to the Public Mitsubishi Corporation (2-3-1 Marunouchi, Chiyoda-ku, Tokyo) Tokyo Stock Exchange, Inc. (2-1 Nihonbashi, Kabutocho, Chuo-ku, Tokyo). New Consolidation as a Subsidiary 1. Reason for Consolidation As a result of the Tender Offer, the holding ratio of the voting rights of the Subject Company owned by the Company has become and the Subject Company has become a Company s consolidated subsidiary as of December 14, Outline of the Subsidiary (1) Corporate name Kentucky Fried Chicken Japan, Ltd. (2) Title and name of representative Masao Watanabe, Representative Director, President and Executive Officer 4

5 (3) Address of head office 15-1 Ebisu-Minami 1-chome, Shibuya-ku, Tokyo (4) Date of establishment July 4, 1970 (5) Business activities Distribution of fried chicken, processed chicken and pizza (6) Fiscal year end November 30 (7) Number of employees 1,184 (consolidated) (as of May 31, 2007) (8) Main branches Kansai office (Osaka) (9) Stated capital 7,297,500,000 yen (as of May 31, 2007) (10) Issued Shares 22,983,000 (as of August 23, 2007) (11) Composition of major shareholders and percentage of ownership (as of May 31, 2007) Kentucky Fried Chicken Corporate Holding Ltd. (standing proxy: Citibank, N.A., Tokyo Branch) 31.11% The Company 31.11% KFCJ Franchisee Owners Stock Ownership Association 1.02% The Bank of Tokyo Mitsubishi UFJ. 0.86% Meiji Yasuda Life Insurance Company (standing proxy: Trust & Custody Services Bank, Ltd.) 0.47% CBNYDFA Investment Trust Co. Japan, Small Company Series (Standing Proxy: Citibank, N.A. Tokyo Branch) 0.34% Mizuho Bank, Ltd., (standing proxy: Trust & Custody Services Bank, Ltd.) 0.30% Daiwa Securities Co., Ltd. Mini-Investment Account 0.29% Q.P. Corporation Ltd. 0.29% Tokio Marine & Nichido Fire Insurance Co., Ltd. 0.28% (12) History of Financial Results (Consolidated) November 30, 2005 November 30, 2006 Sales 77,667 80,579 Gross Profit 37,543 40,174 Operating Income 2,249 2,865 Ordinary Income 2,405 2,974 Net Income 1,112 1,211 5

6 Total Assets Net Assets Dividend per Share (yen) 38,518 38,122 23,939 23, Expected Date of Consolidation December 14, 2007 (Friday) 6

7 The Company obtained a copy of the shareholder registry of the Subject Company for the purpose of communicating regarding the Tender Offer and/or other related transactions with the shareholders of the Company and of examining the status of the shares in the Subject Company held by the interested parties of the Company. Please be advised that any person who has accessed the information concerning the Tender Offer contained in this Press Release may be restricted from purchasing or otherwise trading the shares, etc. of the Subject Company, as a first recipient of information under the regulations on insider trading, until 12 hours have passed since the publication of this Press Release (i.e., since this press release is published on the Tokyo Stock Exchange s Timely Disclosure Information Access Service in the morning of December 8, 2007), pursuant to Article 167, Paragraph 3 of the Law and Article 30 of the Enforcement Order thereunder. Also, please note that the Company shall not be held responsible for any criminal, civil or administrative charges brought against any person for his/her purchase or other trade. This Press Release does not fall under the categories of an offer to purchase securities or solicitation of the sale of securities, or solicitation of an offer for purchase of securities, nor does it constitute a part of such solicitation. This Press Release (or any part of it) or the distribution thereof shall not constitute grounds for any agreement in connection with the Tender Offer, and no agreement may be concluded on the basis of this Press Release (or a part of it) or the distribution thereof. There may be some nations or regions which legally restrict the announcement, issuance or distribution of this Press Release. In such case, please pay attention to and comply with those restrictions. In the nations or regions where the execution of the Tender Offer is illegal, even if this Press Release is received, it shall not be deemed as a solicitation to apply to buy or to sell share certificates in connection with the Tender Offer, and it shall be deemed to be distribution of materials for reference purposes only. 7