News Release
FY2023
January 31, 2024
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 the press releases dated June 30, September 26, and December 27, 2023 titled "(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." (the press release dated December 27, 2023, the "Tender Offeror Press Release dated December 27, 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 December 27, 2023, regarding the Chinese competition laws, the Tender Offeror has been conducting the required procedures, including discussing the necessity of remedies to address competition concerns, and decided to make another announcement on its progress if the Tender Offer had not commenced by the end of January 2024. 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 conducting procedures in response to the Chinese competition authority's requests, including discussing the remedies to address competition concerns, examination by the authority is still ongoing. As of today, the procedures required under Chinese competition laws and related measures are not yet complete. As at present, the Tender Offeror now expects to complete the procedures and measures concerning the Chinese competition laws and commence the Tender Offer in February 2024 at the earliest, and there are no particular changes in the initial policy of aiming to commence the Tender Offer, and will continue its efforts toward completing them as soon as possible.
Reforms that increase the threshold for the necessity of notification pursuant to Chinese competition laws (among others) have become effective as of January 26, 2024, however, the Chinese competition authority has indicated that it would not permit the Tender Offeror to withdraw the notification pursuant to Chinese competition laws and implement the Tender Offer, given the fact that the process of conducting discussions for remedies to address competition concerns is ongoing. Accordingly, the Tender Offeror does not expect to apply for withdrawal of the notification in order to implement the Tender Offer immediately.
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 February 2024, the progress will be announced again.
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