News Release

FY2023

September 26, 2023

ENEOS Holdings, Inc.
JX Metals Corporation

(Progress of Disclosed Matters) Notice Regarding Progress of Implementation of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd.
(Securities Code 5809) by JX Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc.

As announced in the "Notice Regarding Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809) by JX Nippon Mining & Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated December 21, 2022 (the "Tender Offeror Press Release dated December 21, 2022"), at the respective board of directors meetings of ENEOS Holdings, Inc. and its wholly-owned subsidiary JX Metals Corporation (the "Tender Offeror" and changed the trade name from JX Nippon Mining & Metals Corporation on June 28, 2023) held on the same date, it was resolved that the Tender Offeror will obtain the common shares of TATSUTA Electric Wire and Cable Co., Ltd. (Code Number: 5809, Prime Market of the Tokyo Stock Exchange, Inc. the "Target Company") through a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the "Tender Offer").

 

As stated in the Tender Offeror Press Release dated December 21, 2022, the Tender Offeror had aimed to commence the Tender Offer by June 2023. However, as it was difficult to accurately predict the period required for procedures required under competition laws both in and outside Japan, the Tender Offeror decided to announce the details of the schedule of the Tender Offer as soon as they were determined. Also, it was announced that the competition laws of China were scheduled to be reformed, which would increase the threshold for necessity of notification, and therefore, if the reform came into effect, the notification required under Chinese competition laws for the Tender Offer would not be necessary, and the scheduled period for commencement of the Tender Offer might be changed depending on the status of progress of the procedures required under Japanese competition laws at the time thereof.

 

Thereafter, as announced in "(Progress of Disclosed Matters) Notice Regarding Progress of Implementation of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code 5809) by JX Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated June 30, 2023 (the "Tender Offeror Press Release dated June 30, 2023"), of the procedures required under competition laws both in and outside Japan, while the procedures required under Japanese competition laws and related measures were complete, those required under Chinese competition laws and related measures were not yet complete.

 

As announced in the Tender Offeror Press Release dated June 30, 2023, the Tender Offeror expected to complete the procedures required under Chinese competition laws and related measures, and commence the Tender Offer, in August 2023 at the earliest, and the Tender Offeror also decided to make another announcement on its progress if the Tender Offer had not commenced by the end of September 2023. Additionally, while the Tender Offeror provided the relevant notification required under Chinese competition laws on January 17, 2023, if reforms were enforced that would result in an increase in the threshold for the necessity of notification pursuant to Chinese competition laws (among others), and the relevant notifications became no longer required under Chinese competition laws, the Tender Offeror intended to apply to withdraw the notification.

 

While the Tender Offeror has been undertaking procedures in response to the Chinese competition authority's requests, examination by the authority is still ongoing. As of today, the procedures required under Chinese competition laws and related measures are not yet complete, and there has been no enforcement of reforms resulting in an increase in the threshold for the necessity of notification pursuant to Chinese competition laws (among others). As at present, regarding the Chinese competition laws, there is no prospect of the aforementioned procedures and measures being completed swiftly, the Tender Offeror now expects to complete the procedures and measures and commence the Tender Offer in December 2023 at the earliest, and will continue its efforts toward completing them as soon as possible.

 

If reforms are enforced that result in an increase in the threshold for the necessity of notification pursuant to Chinese competition laws (among others), and the relevant notifications are no longer required under Chinese competition laws, the Tender Offeror will apply to withdraw the notification, as it initially planned.

 

The details of the schedule for the Tender Offer will be announced as soon as they are determined, and if the Tender Offer has not commenced as of the end of December 2023, the progress will be announced again.

 

Disclaimers with respect to this translation.

[Restriction on Solicitation]
This press release is a translation of a news statement to publicly release the Tender Offer, and was not prepared for the purpose of soliciting a tender for a sale. If you intend to tender an offer to sell the shares in the Tender Offer, please make sure that you refer to the Tender Offer Explanatory Document regarding the Tender Offer in advance, and tender for it at your own discretion. This press release is not a tender for, or a solicitation for a tender for, a sale or purchase of securities, and does not constitute a part of the foregoing. In addition, this press release (or any part of it) and any distribution hereof will not be the basis for any agreement concerning the Tender Offer, nor will it be relied upon when executing any such agreement.

 

[Prediction of the Future]
The Offeror does not promise that the projections expressed or implied as "forward-looking statements" will ultimately be accurate. The "forward-looking statements" in this press release have been prepared based on information available to the Offeror as of December 21, 2022, and unless otherwise required by law or regulation, the Offeror will not be responsible for updating or otherwise revising such forward-looking statements in order to reflect any future event or circumstances.

 

[Regulations of the United States]
Unless the Tender Offer can be implemented in compliance with applicable laws and various regulations in the United States, the Offeror will not conduct the Tender Offer for the United States or to a United States person (within the meaning of "United States person" provided in Regulation S of the Securities Act of 1933; hereinafter the same in this section). In this case, applications for shares of the Target Company related to the Tender Offer by any means, usage or method, or through any facility, cannot be conducted from the United States, within the United States, or by those existing or residing the United States, or by any person acting by calculation of a United States person or for the profit of a United States person.

 

[Other Countries]
In certain countries or regions, the announcement, issue or distribution of this press release may be restricted by laws or regulations. In such cases, you are required to be aware of such restrictions and comply with them. This press release does not constitute any solicitation of an offer to sell or offer to purchase shares in relation to the Tender Offer, and shall be considered as a mere distribution of informative materials.