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Main Contents
As Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President and CEO: Kenichi Hori) announced in the releases "Planned Commencement of Tender Offer to Acquire Metro Pacific Investments Corporation, an Integrated Infrastructure Company in the Philippines" dated April 27, 2023, "Commencement of Tender Offer to Acquire Metro Pacific Investments Corporation, an Integrated Infrastructure Company in the Philippines" dated August 8, 2023 and "Notification of Extension of Tender Offer to Acquire Metro Pacific Investments Corporation, an Integrated Infrastructure Company in the Philippines" dated September 8, 2023, it commenced a tender offer ("Offer") of 5.2 Philippine pesos per share for the common shares of Metro Pacific Investments Corporation ("MPIC"), a company listed on the Philippine Stock Exchange on August 9, 2023, through Mit-Pacific Infrastructure Holdings ("MPIH") (Mitsui 50%+1share, Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development (Head Office: Tokyo, President and CEO: Tatsuhiko Takesada) 50%-1 share), together with Metro Pacific Holdings, Inc. ("MPHI"), GT Capital Holdings, Inc. ("GTC") and MIG Infrastructure Holdings Incorporated ("MIG").
Mitsui hereby announces that the Offer was completed on September 19, 2023.
1. Outline and Results of the Offer
The Offer was subject to the condition that the floating ratio of MPIC's common share be less than 5%. This condition was satisfied and the Offer was completed on September 19, 2023. The outline of the Offer and its results are as follows.
| As of April 27, 2023 | As of September 20, 2023 | |
|---|---|---|
| Schedule of the Offer | Late May 2023: Commencement of the Offer Late June 2023: Completion of the Offer (planned) |
August 9, 2023: Commencement of the Offer September 19, 2023: Completion of the Offer |
| Offer Price | PHP4.63 per MPIC common share The offer price reflects valuation of MPIC's equity at PHP 132,862 mil |
PHP5.2 per MPIC common share The offer price reflects valuation of MPIC's equity at PHP 149,219 mil |
| Number of Target Shares in the Offer | Target Shares: Common shares – max. 10,513 mil shares (Mitsui portion 2,870 mil shares) | Target Shares: Common shares – 5,465 mil shares (Mitsui portion 1,621 mil shares) |
| Change in MPIH / Mitsui's Shareholding of MPIC by the Offer | Number of shares before the Offer: 0 Estimated number of shares after the Offer: 5,740 mil shares / 2,870 mil shares (20% / 10%) |
Number of shares before the Offer: 0 Number of shares after the Offer: 3,242 mil shares / 1,621 mil shares (11.3% / 5.6%) |
| Total Amount of the Offer | Approximately PHP48,676 mil (Approximately JPY116.8 bil, Mitsui portion JPY31.9 bil)*1 (planned) | Approximately PHP28,417 mil (Approximately JPY73.9 bil, Mitsui portion JPY21.9 bil)*2 |
*1 PHP 1 is approximately JPY 2.4
*2 PHP 1 is approximately JPY 2.6
2. Future Outlook
In accordance with the rules and regulations of Philippine Stock Exchange and local regulations, MPIC is planned to be delisted. These procedures are expected to be completed by mid-October.
Through the completion of the Offer, Mitsui will capture the strong demand in the Philippines through MPIC's assets, which includes core infrastructure such as those related to power, water, and highways. In addition, Mitsui will contribute to the energy transition in the Philippines, support MPIC's business development in the digital field and other areas, and create collaborative projects by dispatching a director to MPIC through MPIH, thereby enhancing MPIC's corporate value. Furthermore, through the management of MPIC, Mitsui will strengthen its relationship with the Philippines government and other shareholders of MPIC, and pursue opportunities for collaboration with them.
3. Impact on the Business Results
The impact of the acquisition of MPIC shares through the Offer in Mitsui's consolidated financial results, which was included in its forecasts for the fiscal year ending March 2024 announced on May 2, 2023, is currently under review.
Despite a change in the number of shares to be acquired as stated in 1. Outline and Results of the Offer, the impact on Mitsui's profitability is expected to be minor.