TIDMTYT
RNS Number : 5442H
Toyota Motor Corporation
28 July 2023
[Reference Translation]
July 28, 2023
To Whom It May Concern:
Company Name: TOYOTA MOTOR CORPORATION
Name and Title Koji Sato, President
of
Representative:
(Code Number: 7203 Prime of the Tokyo Stock
Exchange and Premier of the
Nagoya Stock Exchange)
Name and Title Yoshihide Moriyama, General
of Manager,
Contact Person: Capital Strategy & Affiliated
Companies
Finance Div.
(Telephone Number: 0565-28-2121)
Notice Concerning Tendering of Shares in Tender Offer by KDDI
CORPORATION
to Repurchase its Shares
TOYOTA MOTOR CORPORATION ("TMC") hereby announces that TMC
decided to tender a part of the common shares of KDDI CORPORATION
("KDDI") held by TMC in the tender offer for treasury shares by
KDDI, which was resolved at a meeting of its Board of Directors
held today (the "Tender Offer").
The details are as follows.
1. Outline of tendering of shares in the Tender Offer
TMC will tender the common shares of KDDI held by TMC in the
Tender Offer as follows:
Number of shares to be 64,102,500 common shares
tendered
Tender offer price 3,900 yen per share
Total amount to be sold 249,999,750,000 yen
Note: The "total amount to be sold" represents the total amount
expected to be sold if all 64,102,500 common shares of KDDI
tendered by TMC are purchased. However, regarding the common shares
of KDDI to be purchased in the Tender Offer, since KDDI set the
maximum number of shares to be purchased at 64,102,500 shares,
depending on the responses from the other shareholders of KDDI,
there is no guarantee that all 64,102,500 common shares tendered by
TMC will be purchased by KDDI.
2. Reason for tendering shares in the Tender Offer
TMC entered the telecommunications business in the 1980s in
response to the liberalization such business. Since the
establishment of KDDI in October 2000 as a result of the merger of
Daini Denden Inc., KDD Corporation and IDO Corporation, TMC has
been KDDI's major shareholder, and TMC has collaborated with KDDI
on the "Connected Services" of TMC and others since 2002. Moreover,
as cars become increasingly connected to the Internet, since 2016,
both companies have been accelerating initiatives to provide safety
and comfort to car users through the integration of cars and
telecommunications, such as building a global communications
platform ("GCP") that is independent of existing roaming services
to ensure stable and high-quality telecommunications globally
between in-vehicle communications devices and cloud services. As a
result, approximately 20 million vehicles around the world have
been connected to the "Connected Services" through the GCP. As
mentioned above, TMC and KDDI have built a relationship of trust
through long-standing business and capital alliances.
Currently, TMC is working on a strategy to transform into a
"MOBILITY COMPANY" in order to survive intense competition and
achieve medium- to long-term growth. We expect to require
significant investment in "Electrification", "Intelligence" and
"Diversification." To this end, TMC is also focusing on the
effective use of assets and reduction of strategic shareholdings to
further improve capital efficiency.
Under these circumstances, we considered the optimal capital
relationship with KDDI and made an offer to KDDI for the partial
sale of the shares of KDDI held by us. Thereafter, we received a
proposal from KDDI regarding the Tender Offer and after considering
the proposal, we determined that the terms and conditions, such as
the purchase price, were appropriate and therefore, we decided to
tender the shares in the Tender Offer. The proceeds from the sale
of the shares will be used to fund growth investments.
If the shares to be tendered in the Tender Offer are purchased,
the number of KDDI's shares held by TMC will decrease but TMC and
KDDI determined that both companies will be able to maintain a good
cooperative relationship going forward because our position as a
major shareholder of KDDI will remain unchanged. At this time, we
continue to hold common shares of KDDI other than those to be
tendered in the Tender Offer.
Also, TMC and KDDI are working together on research and
development into new businesses and capital alliances, which were
announced in October 2022, and are utilizing their results to
develop the next-generation GCP. TMC and KDDI will continue to
collaborate to enhance the corporate values of both companies and
make further contributions to society.
3. Status of shares held before and after the Tender Offer
(1) Number of shares held 316,794,400 shares
before the Tender Offer (Shareholding Ratio: 14.68%
(2) Number of shares to be 64,102,500 shares
tendered in the Tender (Shareholding Ratio: 2.97%
Offer
------------------------- -----------------------------
(3) Number of shares held 252,691,900 shares
after the Tender Offer (Shareholding Ratio: 11.71%
------------------------- -----------------------------
Note 1: The "number of shares held after the Tender Offer"
represents the number of shares that TMC will hold after the Tender
Offer is completed and all 64,102,500 common shares of KDDI
tendered by TMC are purchased. However, regarding the common shares
of KDDI to be purchased in the Tender Offer, since KDDI set the
maximum number of shares to be purchased at 64,102,500 shares,
depending on the responses from the other shareholders of KDDI,
there is no guarantee that all 64,102,500 common shares tendered by
TMC will be purchased by KDDI.
Note 2: The "Shareholding Ratio" is calculated based on the
number of shares (2,157,313,544 shares) obtained by subtracting the
number of treasury shares (including any treasury shares owned by
the executive compensation Board Incentive Plan Trust account) as
of the end of June 2023 from the total number of outstanding shares
of KDDI as of the end of June 2023, as stated in the "Financial
Statements Summary for the three-month period ended June 30, 2023
[IFRS]" released by KDDI on July 28, 2023, and rounded to two
decimal places.
4. Schedule of the Tender Offer (planned)
Date of public notice July 31, 2023
regarding the commencement
of the Tender Offer
Tender Offer period From July 31, 2023 to August
28, 2023
-----------------------------
Settlement start date September 20, 2023
-----------------------------
5. Impact on financial results
The impact on TMC's forecast of consolidated financial results
for the fiscal year ending March 31, 2024 will be immaterial.
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END
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