Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
September 26 2023 - 6:31AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
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| For the month of …. |
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September |
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……………………………………………… , |
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2023 |
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CANON INC. |
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(Translation of registrant’s name into English) |
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30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan |
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(Address of principal executive offices) |
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[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):82-....................
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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| Date…. |
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September 26, 2023 |
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By...../s/........Sachiho Tanino......................... |
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(Signature)* |
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Sachiho Tanino
General Manager
Consolidated Accounting Division
Finance & Accounting Headquarters
Canon Inc. |
*Print the name and title of the signing officer under his signature.
The following materials are included.
| 1. |
Notice Regarding Results of Tender Offer by Subsidiary and Plan to Make Acquired Company a Subsidiary
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September 26, 2023
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Canon Inc. Chairman & CEO: Fujio
Mitarai Securities code: 7751
Tokyo (Prime Market) and other Stock Exchanges |
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Inquiries:
Sachiho Tanino General Manager
Consolidated Accounting Div. Finance & Accounting
Headquarters +81-3-3758-2111 |
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Notice Regarding Results of Tender Offer by Subsidiary and Plan to
Make Acquired Company a Subsidiary
Canon Inc.’s subsidiary, Canon Marketing Japan Inc. (Securities code: 8060, listed on the Prime Market of the Tokyo Securities Exchange), decided at its
Board of Directors meeting held on August 9, 2023, to acquire common shares in TOKYO NISSAN COMPUTER SYSTEM CO., LTD. (Securities code: 3316, listed on the Standard Market of the Tokyo Securities Exchange) through tender offer that commenced
from August 10, 2023. The tender offer was completed on September 25, 2023, and the results are described in the attached document.
As a result
of the tender offer, TOKYO NISSAN COMPUTER SYSTEM CO., LTD. will become a newly consolidated subsidiary of Canon Inc. and Canon Marketing Japan Inc.
This notice contains forward-looking statements with respect to future results, performance and achievements
that are subject to risk and uncertainties and reflect management’s views and assumptions formed by available information. All statements other than statements of historical fact are statements that could be considered forward-looking
statements. When used in this document, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project” or “should” and similar
expressions, as they relate to Canon, are intended to identify forward-looking statements. Many factors could cause the actual results, performance or achievements of Canon to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products
by other companies, lack of acceptance of new products or services by Canon’s targeted customers, inability to meet efficiency and cost-reduction objectives, changes in business strategy and various other factors, both referenced and not
referenced in this notice. A detailed description of these and other risk factors is included in Canon’s annual report on Form 20-F, which is on file with the United States Securities and Exchange Commission. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. Canon does not intend or assume any obligation to update these forward-looking statements.
1
This document is an English translation of a statement written originally in Japanese.
The Japanese original should be considered as the primary version.
September 26, 2023
To whom it may concern:
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Company: Canon Marketing Japan Inc. |
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Representative: Masachika Adachi, Representative Director and President |
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(Code Number:8060, Prime Market of the Tokyo Stock Exchange) |
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Contact: Akihiro Shirone, General Manager,
Accounting Division |
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TEL: +81-3-6719-9074 |
Notice Concerning Results of Tender Offer for the Shares of Tokyo Nissan Computer
System Co., Ltd. (Securities Code: 3316) and Change in Subsidiary
Canon Marketing Japan Inc. (“Tender Offeror”) resolved at the meeting of its board of directors held on August 9, 2023 to acquire
common shares (“Target Company Shares”) of Tokyo Nissan Computer System Co., Ltd. (Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”); Standard Market, Securities Code 3316; hereinafter, “Target Company”) through a
tender offer (“Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter, the “FIEA”), and implemented the Tender Offer as from August 10, 2023. Since the Tender Offer
was completed on September 25, 2023, the Tender Offeror hereby announces as follows.
The Tender Offeror also hereby announces that,
as a result of the Tender Offer, the Target Company will become a consolidated subsidiary of the Tender Offeror on October 2, 2023 (the settlement commencement date of the Tender Offer).
| I. |
Results of Tender Offer |
1. Overview of Purchase
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| (1) |
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Name and Address of Tender Offeror |
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Name: |
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Canon Marketing Japan Inc. |
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Address: |
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16-6, Konan 2-chome, Minato-ku, Tokyo |
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| (2) |
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Nameof Target Company |
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Tokyo Nissan Computer System Co., Ltd. |
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| (3) |
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Classof Share Certificates to Be Purchased |
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Shares of common stock |
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| (4) |
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Numberof Share Certificates to Be Purchased |
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Number of Share Certificates to Be
Purchased |
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Minimum Number of Share
Certificates to Be Purchased |
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Maximum Number of Share
Certificates to Be
Purchased |
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6,289,784 shares |
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4,193,200 shares |
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— |
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| (Note 1) |
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If the total number of the share certificates tendered in the Tender Offer (the “Tendered Share Certificates”) falls below the minimum number of shares to be purchased (4,193,200 shares), none of the
Tendered Share Certificates will be purchased. If the total number of the Tendered Share Certificates is equal to or greater than the minimum number of shares to be purchased (4,193,200 shares), all of the Tendered Share Certificates will be
purchased. |
| (Note 2) |
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Since no maximum number of shares to be purchased has been established with respect to the Tender Offer, the number of shares to be purchased is indicated as 6,289,784 shares, which is the maximum number of the Target
Company Shares to be purchased by the Tender Offeror in the Tender Offer. This number (6,289,784 shares) represents the total number of issued shares as of June 30, 2023 (6,300,000 shares) listed in the “First Quarter Results for FY Ending
March 2024 [Japanese Accounting Standards] (Non-Consolidated)”, as announced on August 9, 2023, by the Target Company (the “Target First Quarter Results”), minus the number of the Target Company Shares held by the Tender Offeror as of
August 9, 2023 (1 share) and the number of treasury shares held by the Target Company as of June 30, 2023 (10,215 shares) as listed in the Target First Quarter Results. |
| (Note 3) |
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Shares less than one share unit are also subject to the Tender Offer. In cases where holders of shares less than one share unit demand that the Target Company purchase their shares that are less than one share unit
pursuant to the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase its own shares during the period for the Tender Offer (“Tender Offer Period”) according to the procedures set forth by the relevant laws and
regulations. |
| (Note 4) |
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None of the treasury shares held by the Target Company are planned to be acquired through the Tender Offer. |
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| (5) |
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Period of Purchase |
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(i) |
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Period of Purchase as of the Time of Submission of the Tender Offer Statement |
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From August 10, 2023 (Thursday) to September 25, 2023 (Monday) (31 business days) |
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(ii) |
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Possibility of an Extension of the Tender Offer Period by Request of the Target Company |
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Not applicable. |
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| (6) |
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Tender Offer Price |
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1,748 yen per share of common stock |
2. Results of Purchase
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| (1) |
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Outcome of Tender Offer |
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In the Tender Offer, the condition was that the Tender Offeror would not purchase any of the Tendered
Share Certificates if the total number of the Tendered Share Certificates fell below the minimum number of shares to be purchased (4,193,200 shares). Because the total number of the Tendered Share Certificates (5,863,642 shares) was equal to or
greater than the minimum number of shares to be purchased (4,193,200 shares), all of the Tendered Share Certificates will be purchased as described in the public notice of the commencement of the Tender Offer and Tender Offer Registration Statement
(including the matters amended by way of the Amendment to Tender Offer Registration Statement submitted thereafter). |
3
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| (2) |
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Date of Public Notice of Results of Tender Offer, and Name of Newspaper for Public Notice |
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Pursuant to Article 27-13, Paragraph 1 of the FIEA, on September 26, 2023, at the Tokyo Stock Exchange,
the Tender Offeror announced to the press the results of the Tender Offer, by the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended) and
Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than Issuer (Ministry of Finance Ordinance No. 38 of 1990, as amended) (the “Ordinance”). |
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| (3) |
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Number of Purchased Share Certificates |
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| Class of Shares |
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Number of Tendered Shares After
Conversion |
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Number of Purchased Shares After
Conversion |
| Share Certificates |
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5,863,642 shares |
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5,863,642 shares |
| Stock Acquisition Right Certificates |
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— shares |
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— shares |
| Bond Certificates with Stock Acquisition Rights |
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— shares |
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— shares |
| Trust Beneficiary Certificates for Share Certificates ( ) |
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— shares |
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— shares |
| Depositary Receipts for Share Certificates ( ) |
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— shares |
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— shares |
| Total |
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5,863,642
shares |
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5,863,642 shares |
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— |
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(— shares) |
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| (4) |
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Share Certificate Shareholding Ratio after the Purchase |
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| Number of Voting Rights attached to Share Certificates held by the
Tender Offeror before the Purchase |
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0 |
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(Share Certificate Shareholding Ratio before the Purchase 0.00%) |
| Number of Voting Rights attached to Share Certificates held by
Specially Related Parties before the Purchase |
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0 |
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(Share Certificate Shareholding Ratio before the Purchase 0.00%) |
| Number of Voting Rights attached to Share Certificates held by the
Tender Offeror after the Purchase |
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58,636 |
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Share Certificate Shareholding Ratio after the Purchase 93.23%) |
| Number of Voting Rights attached to Share Certificates held by
Specially Related Parties after the Purchase |
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0 |
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(Share Certificate Shareholding Ratio after the Purchase 0.00%) |
| Number of Voting Rights of All Shareholders of the Target Company
(As of March 31, 2023) |
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61,952 |
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4
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| (Note 1) |
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“Number of Voting Rights attached to Share Certificates held by Specially Related Parties before the Purchase” and “Number of Voting Rights attached to Share Certificates held by Specially Related
Parties after the Purchase” indicate the number of voting rights attached to the Share Certificates held by Specially Related Parties (other than those Specially Related Parties that are excluded from the Specially Related Parties pursuant to
Article 3, Paragraph 2, Item 1 of the Ordinance in calculating the Share Certificate Shareholding Ratio under the items of Article 27-2, Paragraph 1 of the FIEA). |
| (Note 2) |
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“Number of Voting Rights attached to Share Certificates held by the Tender Offeror after the Purchase” is the number of voting rights equal to the number of voting rights attached to the Share Certificates
to be purchased in the Tender Offer plus the “Number of Voting Rights attached to Share Certificates held by the Tender Offeror before the Purchase.” |
| (Note 3) |
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“Number of Voting Rights of All Shareholders of the Target Company” (as of March 31, 2023)” is the number of voting rights (on the assumption that 1 share unit is 100 shares) of all shareholders as of
March 31, 2023, as described in the Annual Securities Report for the fiscal year ended March 31, 2023, that was submitted by the Target Company on June 15, 2023. However, shares that are less than one share unit are also subject to the Tender Offer,
and accordingly, the “Share Certificate Shareholding Ratio before the Purchase” and the “Share Certificate Shareholding Ratio after the Purchase” are calculated using the number of voting rights (62,897) attached to 6,289,785
shares as the denominator. This number (6,289,785 shares) represents the number of issued shares as of June 30, 2023 (6,300,000 shares) listed in the Target First Quarter Results minus the number of treasury shares held by the Target Company as of
June 30, 2023 (10,215 shares) as listed in the Target First Quarter Results. |
| (Note 4) |
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“Share Certificate Shareholding Ratio before the Purchase” and “Share Certificate Shareholding Ratio after the Purchase” are rounded to the nearest hundredth (0.01) percentage point. |
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| (5) |
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Calculation if Purchase Will Be Conducted by Proportional Distribution |
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Not applicable. |
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| (6) |
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Method of Settlement |
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(i) |
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Name and Address of the Head Office of Financial Instruments Business Operator or Banks Responsible for the Settlement of Purchase |
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Daiwa Securities Co. Ltd. 9-1, Marunouchi
1-chome, Chiyoda-ku, Tokyo |
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(ii) |
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Settlement Commencement Date |
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October 2, 2023 (Monday) |
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(iii) |
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Method of Settlement |
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A notice of purchase through the Tender Offer shall be mailed to the address or location of the shareholders who
tendered their shares in the Tender Offer (the “Tendering Shareholders”) (or to the address of the standing proxy in the case of foreign shareholders) without delay after the expiration of the Tender Offer Period.
Purchase price will be paid in cash. The purchase price for the Share Certificates that have been purchased will, as designated by the
Tendering Shareholders, be remitted by the Tender Offer Agent to the places designated by the Tendering Shareholders (or the standing proxy in the case of foreign shareholders) (remittance fees may be charged) or be paid to the accounts of the
Tendering Shareholders used by the Tender Offer Agent to accept the tender, without delay on or after the settlement commencement date. |
5
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| 3. Policies after Tender Offer and Future Prospects |
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With respect to the policies after the Tender Offer and the future prospects, there is no change from
those described in the press release titled “Notice Concerning Commencement of Tender Offer for the Shares of Tokyo Nissan Computer System Co., Ltd. (Securities Code: 3316)” issued by the Tender Offeror on August 9, 2023.
The Tender Offeror plans to implement the procedures for the purchase of all of the Target Company Shares (provided, however, the Target
Company Shares held by the Tender Offeror and the treasury shares held by the Target Company shall be excluded) through a series of transactions to be conducted after the Tender Offer. Although the Target Company Shares are currently listed on the
Standard Market of the Tokyo Stock Exchange, if the Tender Offeror implements such procedures, the Target Company Shares will be delisted pursuant to the prescribed procedures in accordance with the Tokyo Stock Exchange’s criteria for
delisting. The procedures to be taken will be promptly disclosed by the Target Company as soon as they are determined. |
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| 4. Location at Which Copy of Tender Offer Report Is Available to Public |
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Canon Marketing Japan Inc.
(16-6, Konan 2-chome, Minato-ku, Tokyo) Tokyo Stock Exchange,
Inc. (2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo) |
II. Change in Subsidiary
1.
Reason for Change
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As a result of the Tender Offer, the Target Company will become a consolidated subsidiary of the Tender
Offeror as of October 2, 2023 (the settlement commencement date of the Tender Offer). |
2. Overview of the Subsidiary (the Target Company) Subject to Change
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| (i) |
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Name |
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Tokyo Nissan Computer System Co., Ltd. |
| (ii) |
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Location |
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19-19, Ebisu 1-chome, Shibuya-ku, Tokyo |
| (iii) |
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Title and Name of Representative |
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Kojiro Yoshimaru, Representative Director and President |
| (iv) |
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Description of Business |
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Information system-related business |
| (v) |
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Share Capital |
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867,740 thousand yen (as of June 30, 2023) |
| (vi) |
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Date of Incorporation |
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March 3, 1989 |
| (vii) |
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Major Shareholders and Shareholding Ratios (as of March 31,
2023) |
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Nissan Tokyo Sales Holdings Co., Ltd. |
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53.89% |
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Hikari Tsushin, Inc. |
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4.73% |
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MSIP CLIENT SECURITIES
(Standing proxy: Morgan Stanley MUFG Securities Co., Ltd.) |
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1.68% |
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Shinichiro Imaizumi |
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1.04% |
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Toshiaki Oda |
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0.95% |
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Kojiro Yoshimaru |
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0.86% |
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Manabu Saito |
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0.85% |
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IC CO., LTD. |
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0.85% |
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Naoki Takada |
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0.82% |
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Masato Akagi |
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0.72% |
6
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| (viii) |
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Relationship between the Tender Offeror and the Target Company |
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Capital Relationship |
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As of today, the Tender Offeror owns 1 Target Company Share (Shareholding Ratio
0.00%). |
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Personnel Relationship |
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The Tender Offeror has no personnel relationship with the Target Company. |
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Business Relationship |
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The Tender Offeror and its two affiliated companies have a business relationship with the Target
Company concerning computer-related equipment. |
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Status as a Related Party |
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The Target Company is not a related party to the Tender Offeror. |
| (ix) |
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Target Company’s Results of Operations and Financial Position for the Past 3
Years |
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Fiscal Year End |
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Fiscal Year Ended March 31, 2021 |
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Fiscal Year Ended March 31, 2022 |
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Fiscal Year Ended March 31, 2023 |
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Net assets |
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3,451,764
thousand yen |
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3,666,800
thousand yen |
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3,964,863
thousand yen |
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Total assets |
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5,724,793
thousand yen |
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5,914,074
thousand yen |
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6,968,410
thousand yen |
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Net assets per share |
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549.44 yen |
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583.42 yen |
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630.37 yen |
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Net sales |
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7,471,815
thousand yen |
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7,152,662
thousand yen |
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8,099,918
thousand yen |
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Operating income |
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376,935
thousand yen |
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435,942
thousand yen |
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605,954
thousand yen |
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Ordinary income |
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375,522
thousand yen |
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459,342
thousand yen |
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582,501
thousand yen |
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Net income |
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257,270
thousand yen |
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293,839
thousand yen |
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386,492
thousand yen |
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Net income per share |
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40.96 yen |
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46.76 yen |
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61.46 yen |
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Cash dividends per share |
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13.00 yen |
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15.00 yen |
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20.00 yen |
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| (Note) |
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“(vii) Major Shareholders and Shareholding Ratios (as of March 31, 2023)” is based on “Status of Major Shareholder(s)” described in the 35th Annual Securities Report submitted by the Target Company
on June 15, 2023. |
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| 3. Number of Shares Acquired, Acquisition Price, and Shares Owned before and after
Acquisition |
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(1) |
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Number of Shares Owned before Change |
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1 share
(Number of Voting Rights: 0) (Voting Rights Holding Ratio:
0.00%) |
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(2) |
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Number of Shares Acquired |
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5,863,642 shares
(Number of Voting Rights: 58,636) (Voting Rights Holding Ratio:
93.23%) |
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(3) |
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Acquisition Price |
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Target Company Shares: 10,249 million yen |
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(4) |
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Number of Shares Owned after Change |
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5,863,643 shares
(Number of Voting Rights: 58,636) (Voting Rights Holding Ratio:
93.23%) |
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| (Note 1) |
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“Voting Rights Holding Ratio” is calculated using the number of voting rights (62,897) attached to 6,289,785 shares as the denominator. This number (6,289,785 shares) represents the total number of issued
shares as of June 30, 2023 (6,300,000 shares) listed in the Target First Quarter Results minus the number of treasury shares held by the Target Company as of June 30, 2023 (10,215 shares) as listed in the Target First Quarter Results. |
| (Note 2) |
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“Voting Rights Holding Ratio” is rounded to the nearest hundredth (0.01) percentage point. |
| (Note 3) |
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“Acquisition Price” is rounded down to the nearest million yen. Advisory fees and other expenses are not included. |
7
4. Schedule of Change (expected)
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October 2, 2023 (Monday) (the settlement commencement date of the Tender Offer) |
5. Future Prospects
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The impact of the consolidation of the Target Company on the Tender Offeror’s earnings for the
current fiscal year is currently under review, and the Tender Offeror will promptly disclose once the necessity of revisions to the earnings forecasts or any matters that need to be announced occur. |
End of Document
8
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