Mitsui & Co., Ltd. ("Mitsui") is pleased to announce that the voluntary conditional cash offer ("Offer") for all issued and paid-up ordinary shares ("Shares") in the capital of Portek International Limited ("Portek") became unconditional on July 28 and the Offer closed on September 7, 2011 in compliance with the Takeovers Code pursuant to its press release, "Commencement of Voluntary Conditional Cash Offer to Acquire a Port Development and Management Company in Singapore" dated July 13, 2011.
1. Outline of the Offer
|(1) Target Company||Portek International Limited|
|(2) Number of Target Shares in the Offer||Target Shares:Ordinary Shares 152,585,960 Shares (as of July 12, 2011)|
|(3) Offer Period||From July 27, 2011 to September 7, 2011|
|(4) Offer Price||S$1.40 per share|
2. Result of the Offer
The Offer was declared unconditional on July 28, 2011 as it satisfied the condition of the Offer that the receipt of valid acceptances is more than 50% of all the shares which would be in issue if all the Options are validly exercised, and the Offer was completed on September 7, 2011.
(1) Acceptance Level
|The number of Target Shares||152,585,960 Shares (as of July 12, 2011)|
|The number of Shares accepted||128,099,848 Shares|
(2) Number of Shares and Percentage of Shares Held by Mitsui after the Offer
|Number of shares held before the Offer||0 Share (Percentage to the total issued shares: 0.0%) (as of July 12, 2011)|
|Number of shares held after the Offer||151,240,848 Shares (Percentage to the total issued shares: 99.12%)|
|In which shares accepted in the Offer
In which shares acquired through market purchase
Note1) Mitsui started its market purchase of the Target Shares on the date of Offer announcement, July 13, 2011.
Note2) The percentage of shares held by Mitsui was calculated based on 152,585,960 shares (the total issued shares in Portek as at the closing date of the Offer, September 7, 2011).
(3) Total Amount of the Offer
S$ 217 Million (Approximately ¥13.8 Billion)
Note3) Total amount of the Offer includes the amount paid to Option holders. All the Option holders surrendered their Options for cancellation in exchange for receiving the amount by which the Offer Price exceeds the exercise price of that Option from Mitsui.
3. Management Policy and Procedures to Take after the Offer
Mitsui intends to be proceeding to compulsorily acquire all the remaining Shares and to delist Portek from the Mainboard of the Singapore Exchange Securities Trading Limited ("SGX") by taking all the necessary procedures in accordance with SGX's rules and Singapore regulations. Those procedures are expected to be completed by the end of September.
Mitsui will further strengthen the logistics infrastructure business through the established platform, the experienced management team and the expertise in terminal operations acquired from Portek.
4. Prospected Impact on the Business Results
We believe that the financial impact of the Offer to the fiscal year ending March 2012 should be limited.
This announcement contains forward-looking statements. These forward-looking statements are based on Mitsui's current assumptions, expectations and beliefs in light of the information currently available to it and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, financial position or cash flows to be materially different from any future results, financial position or cash flows expressed or implied by these forward-looking statements. These risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest Annual Securities Report and Quarterly Securities Report, and Mitsui undertakes no obligation to publicly update or revise any forward-looking statements.
This announcement is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.