TOKYO, JAPAN, January 30, 2012 ---
DOCOMO’s offer is to acquire all shares tendered during the tender offer period from January 31 to March 12, 2012 on the condition that it reaches the minimum number of 3,706,600 shares, or 51% of the company’s total shares*1.
Today, DOCOMO entered into agreements with JAFCO Buyout No.2 Investment Limited Partnership*2, the largest shareholder of Radishbo-ya, and with JAFCO Buyout No.2 Investment Limited Partnership (Cayman) L.P.*3, a major shareholder of Radishbo-ya, under which these shareholders have agreed to tender all of the Radishbo-ya shares they hold through the tender offer.
- *1 51% of the combined total of all outstanding common shares (6,939,317 shares) and common shares (328,500 shares) underlying the stock acquisition rights (3,285 rights)
- *2 Holding 3,238,229 shares, or 44.56 %, of Radishbo-ya.
- *3 Holding 134,926 shares, or 1.86 %, of Radishbo-ya.
Details of the Tender Offer
- (1) Purpose
DOCOMO, a growing provider of integrated services centered on mobility, regards food as a promising field for new business development, because these products are suited to mobile commerce. At the same time, DOCOMO believes it can help expand Radishbo-ya’s customer base through access to DOCOMO’s approx. 60 million subscribers.
DOCOMO expects to increase customer satisfaction for both companies by combining Radishbo-ya’s products, long regarded in Japan as a top brand with high standards of quality, and DOCOMO’s smartphones, tablets and mobile services. DOCOMO will drive innovation by collaborating with Radishbo-ya in areas including food safety, solutions for graying society, and agricultural and environmental issues.
DOCOMO, which is evolving into an integrated service company centered on mobility, intends to accelerate its deployment of related commercial businesses through the acquisition.
- (2) Target Company
Radishbo-ya Co., Ltd.
- Business: Membership-based home-delivery of organic and low-pesticide vegetables and additive-free foods
- Establishment: May 17, 1988
- Head office: Urban Shibakoen, 3-1-13 Shibakoen, Minato-ku, Tokyo, Japan
- Representative: Daisuke Ogata
- Stock listing: JASDAQ Standard
- Total issued and outstanding shares: 6,939,317 (end November 2011)
- Relationship between Radishbo-ya and DOCOMO: No capital- or employee-based relationship
- Employees: 239 (as of February 28, 2011)
- Financial results for the year ended February 28, 2011: Sales— 22,014 million yen, operating profit— 261 million yen, net profit— 82 million yen
- (3) Tender Offer Period
January 31 to March 12, 2012
- (4) Tender Offer Price
990 yen per issued and outstanding common share
31,300 yen per No.2 stock acquisitions right
31,300 yen per No.3 stock acquisitions right
14,000 yen per No.4 stock acquisitions right
14,000 yen per No.5 stock acquisitions right
14,000 yen per No.6 stock acquisitions right
- (5) Total number of shares to be purchased
DOCOMO has set no limit on the maximum number of shares to be purchased, but has set the minimum number of shares to be purchased as 3,706,600 or 51% of Radishbo-ya’ s total shares. Therefore, if the number of tendered shares will not exceed the minimum number, the share purchase will not be executed.
- (6) Effect
Upon completion of the tender offer, Radishbo-ya would become a consolidated subsidiary of DOCOMO.
NTT DOCOMO NTT DOCOMOis a world-leading mobile operator that is in transition into an Integrated Service Company placing mobility at the core. The company serves over 59 million customers in Japan via advanced wireless networks, including a nationwide 3G network and one of the world’s first commercial LTE networks. Leveraging its unique capabilities as a mobile operator, DOCOMO is a leading developer of cutting-edge technologies for NFC mobile payments, mobile GPS, mobile TV, intuitive mobile assistance, environmental monitoring, smart grids and much more. Overseas, the company provides technical and operational expertise to eight mobile operators and other partner companies. NTT DOCOMOis listed on the Tokyo (9437), London (NDCM) and New York (DCM) stock exchanges. Please visit www.nttdocomo.co.jp/english for more information.