Notice of Result of Tender Offer for Shares of NIFTY Corporation (Code No: 3828) (PDF: 36.8KB)

Notice of Result of Tender Offer for Shares of NIFTY Corporation (Code No: 3828)

Fujitsu Limited June 16, 2016

Notice of Result of Tender Offer for Shares of NIFTY Corporation (Code No: 3828)

Tokyo, June 16, 2016 - Fujitsu Limited (hereinafter referred to as "Tender Offeror" or "Company") adopted at the meeting of Board of Directors held on April, 28, 2016, to acquire the common shares (hereinafter referred to as "Target Company Shares") of NIFTY Corporation (Code No: 3828, the Second Section of the Tokyo Stock Exchange, hereinafter referred to as "Target Company") through a tender offer (hereinafter referred to as "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended, hereinafter referred to as "Act"), and commenced Tender Offer on May 2, 2016. The Tender Offer was completed on June 15, 2016, and the Company hereby announces the results thereof, as stated below.

1. Overview of Tender Offer

2. Name and address of the Offeror Name Fujitsu Limited

   Address 4-1-1 Kamikodanaka, Nakahara-ku Kawasaki-shi, Kanagawa

3. Name of Target Company NIFTY Corporation

4. Class of shares for Tender Offer Common Shares

5. Number of shares to be purchased

   Number of shares to be purchased	Minimum number of shares to be purchased	Maximum number of shares to be purchased
   7,609,965 shares	－shares	－shares

6. Tender Offer Period

7. Initial period of purchase after registration

   From May 2, 2016 (Monday) to June 15, 2016 (Wednesday) (30 business days)

8. Possibility of extension based on the request from Target Company Not applicable

9. Price of Purchase

   1,495 yen per common share

10. Result of Tender Offer

11. Outcome of the Tender Offer

    The Tender Offer sets no maximum or minimum number of shares to be purchased. Therefore, all of the tendered shares will be purchased.

12. Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public Notice

    Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on June 16, 2016, the Tender Offeror announced to the press at the Tokyo Stock Exchange the results of the Tender Offer, by the method prescribed in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Ordinance Concerning the Disclosure of Tender Offers for Shares, Etc., by Persons Other Than Issuers (Ministry of Finance Ordinance No. 38 of 1990, as amended; the "TOB Order").

13. Number of Purchased Shares

    Classes of shares, etc.	Number of tendered shares following conversion	Number of purchased shares following conversion
    Shares	6,867,466 shares	6,867,466 shares
    Stock Acquisition Rights	－	－
    Bonds with Stock Acquisition Rights	－	－
    Trust Beneficiary Certificate for Shares	－	－
    Depositary Receipts for Shares	－	－
    Total	6,867,466 shares	6,867,466 shares
    (Total number of shares (diluted))	－	（－）

14. Ownership Percentage of Shares after the Tender Offer

    Number of Voting Rights Represented by Shares Owned by Tender Offeror prior to the Tender Offer	151,700	(Ownership Percentage of Shares prior to the Tender Offer: 66.59%)
    Number of Voting Rights Represented by Shares Owned by Specially Related Parties prior to the Tender	0	(Ownership Percentage of Shares prior to the Tender Offer: 0%)

    Offer
    Number of Voting Rights Represented by Shares Owned by Tender Offeror following the Tender Offer	220,374	(Ownership Percentage of Shares following the Tender Offer: 96.74%)
    Number of Voting Rights Represented by Shares Owned by Specially Related Parties following the Tender Offer	－	(Ownership Percentage of Shares following the Tender Offer: －%)
    Total Number of Voting Rights of Shareholders of the Target Company	227,786

15. Calculation in the Case Where Purchases will be Conducted by the Proportional Distribution Method

    Not applicable

16. Method of Settlement

17. Name and Location of Head Office of Security Companies and Banks, etc. in Charge of Settlement for the Tender Offer

    SMBC Nikko Securities Inc.

    3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo

18. Commencement Date of Settlement June 22, 2016 (Wednesday)

19. Method of Settlement

    A notice of purchase will be mailed to the address of Tendering Shareholders (or the standing proxy in case of Foreign Shareholders) promptly after the end of the Tender Offer Period.

    Purchases will be made in cash. The Tender Offer Agent will, in accordance with the instructions of Tendering Shareholders (or the standing proxy in case of Foreign Shareholders), remit the purchase price promptly after the commencement date of settlement to the account designated by Tendering Shareholders (the standing proxy in case of Foreign Shareholders) or pay to the account of Tendering Shareholders with the Tender Offer Agent where the application of Tendering Shareholders was accepted.

20. Policies after the Tender Offer and Future Prospects

21. There has been no change to the details described in the "Notice of Commencement of Tender Offer for Shares of NIFTY Corporation (Code No: 3828)" announced by the Tender Offeror on April 28, 2016.

    Press Contacts

    Fujitsu Limited

    Public and Investor Relations Division https://www.fujitsu.com/global/about/resources/news/presscontacts/form/index.html

    About Fujitsu

    Fujitsu is the leading Japanese information and communication technology (ICT) company offering a full range of technology products, solutions and services. Approximately 156,000 Fujitsu people support customers in more than 100 countries. We use our experience and the power of ICT to shape the future of society with our customers. Fujitsu Limited (TSE: 6702) reported consolidated revenues of 4.7 trillion yen (US$41 billion) for the fiscal year ended March 31, 2016. For more information, please see http://www.fujitsu.com.