Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President and CEO: Tatsuo Yasunaga) is pleased to announce that the takeover offer ("Offer") for all of issued shares of AWE Limited ("AWE"), pursuant to the release dated 5 February, 2018, was completed on 2 May, 2018.
1. Outline of the Offer
(1) Target Company
(2) Number of Target Shares in the Offer
Target Shares: Ordinary Shares - 625,253,903 Shares (as of 30 January, 2018)
(3) Offer Period
From 12 February, 2018 to 2 May, 2018
(4) Offer Price
A$0.95 per share
2. Result of the Offer
The Offer was declared unconditional on 4 April, 2018, as Mitsui satisfied the 50.1% minimum acceptance condition, and was completed on 2 May, 2018.
(1) Acceptance Level
The number of Target Shares: 625,253,903 Shares (as of 30 January, 2018)
The number of Target Shares accepted: 610,454,052 Shares
(2) Number of Target Shares and Percentage of Target Shares Held by Mitsui after the Offer
Number of Target Shares held before the Offer: 0 Shares (Percentage to the total issued shares: 0.0%) (as of 30 January, 2018)
Number of Target Shares held after the Offer: 610,454,052 Shares (Percentage to the total issued shares: 96.47%)
Note1) The percentage of shares held by Mitsui was calculated based on 632,800,634 shares (the total issued shares in the Target Company as at the closing date of the Offer, which reflects the conversion of Cash Share Rights into Shares as per our announcement dated 5 February).
(3) Total Amount of the Offer
A$580 Million (Approximately ¥49.3 Billion)
3. Management Policy and Procedures to Take after the Offer
Mitsui has commenced the compulsory acquisition of all the remaining Target Shares and intends to delist AWE from the Australian Securities Exchange ("ASX") by taking all the necessary procedures in accordance with ASX's rules and Australia regulations. Those procedures are expected to be completed by the end of May 2018.
Mitsui will achieve its initial objectives, of building a strong portfolio of assets in Australia, and acquiring AWE's operational capabilities, which will enable Mitsui to proactively expand its businesses.
4. Prospected Impact on the Business Results
We believe that the financial impact of the Offer to the fiscal year ended March 2018 and the fiscal year ending March 2019 should be limited.