Inactive Instrument

Fujitsu Frontech Limited

Equities

6945

JP3818200002

Fujitsu Limited :-Announcement of Result of Tender Offer for Shares in FUJITSU FRONTECH LIMITED (Securities Code 6945)

October 01, 2020 at 08:27 am EDT

Announcement of Result of Tender Offer for Shares in FUJITSU FRONTECH LIMITED (Securities Code 6945).

Fujitsu Limited (the 'Tender Offeror') hereby announces that it has passed a resolution at its Board of Directors meeting held on July 30, 2020, to acquire common shares ('Target Company Shares') and Share Options ('Share Options'; for the definition of relevant different series of share options, refer to '(3) Types of Share Certificates, etc. to be Purchased' under '1. Outline of the Tender Offer' below) in FUJITSU FRONTECH LIMITED (the 'Target Company' listed on the Second Section of the Tokyo Stock Exchange, Inc. (the 'Tokyo Stock Exchange') under the Code 6945), through a tender offer (the 'Tender Offer') as stipulated in the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the 'Act'), and commenced Tender Offer on July 31, 2020. The Tender Offer was completed on September 29, 2020, and the Company hereby announces the results thereof, as stated below.

Description

1. Outline of the Tender Offer

(1) Name and address of the Offeror

Name Fujitsu Limited

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

(2) Name of Target Company

FUJITSU FRONTECH LIMITED

(3) The Types of Share Certificates, etc. to be Purchased

Common shares

Share Options

(i) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 26, 2011 (the '4th Series of Share Options') (The exercise period is from August 12, 2011 to August 11, 2041) (ii) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 26, 2012 (the '5th Series of Share Options') (The exercise period is from August 11, 2012 to August 10, 2042) (iii) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 29, 2013 (the '6th Series of Share Options') (The exercise period is from August 14, 2013 to August 13, 2043) (iv) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 30, 2014 (the '7th Series of Share Options') (The exercise period is from August 15, 2014 to August 14, 2044) (v) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 29, 2015 (the '8th Series of Share Options') (The exercise period is from August 14, 2015 to August 13, 2045) (vi) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 27, 2016 (the '9th Series of Share Options') (The exercise period is from August 13, 2016 to August 12, 2046)

(vii) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 26, 2017 (the '10th Series of Share Options') (The exercise period is from August 11, 2017 to August 10, 2047) (viii) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 25, 2018 (the '11th Series of Share Options') (The exercise period is from August 10, 2018 to August 9, 2048) (ix) The share options (stock-based compensation type) issued pursuant to a resolution adopted at the board of directors meeting of the Target Company held on July 24, 2019 (the '12th Series of Share Options') (The exercise period is from August 9, 2019 to August 8, 2049) Hereinafter the 4th Series of Share Options, the 5th Series of Share Options, the 6th Series of Share Options, the 7th Series of Share Options, the 8th Series of Share Options, the 9th Series of Share Options, the 10th Series of Share Options, the 11th Series of Share Options, and the 12th Series of Share Options are collectively referred to as the 'Share Options.'

(4) Number of Share Certificates, etc. to be Purchased

Number of share certificates, etc.

to be purchased

Minimum number of share

certificates, etc. to be purchased

Maximum number of share

certificates, etc. to be purchased

11,332,597 (shares) 3,296,650 (shares) -- (shares)

Note 1: If the total number of share certificates, etc. tendered to the Tender Offer (the'Tendered Share Certificates') falls short of the minimum number of share certificates, etc. to be purchased (3,296,650 shares), the Offeror will purchase none of the Tendered Share Certificates. If the total number of Tendered Share Certificates is at least the minimum number of share certificates, etc.

to be purchased (3,296,650 shares), the Offeror will purchase, etc. all of the Tendered Share Certificates, etc.

Note 2: The maximum number of share certificates, etc. of the Target Company that will be acquired by the Offeror in the Tender Offer (11,332,597 shares) is stated as the number of shares to be purchased. The maximum number is the number of shares (11,332,597 shares) obtained as follows: (i) 105,900 shares (the total of the Number of Potential Shares) are added to the total number of the outstanding shares as of June 30, 2020 (24,015,162 shares); (ii) the number of the treasury shares owned by the Target Company as of June 30, 2020 (13,115 shares) and 12,775,350 of the Target Company Shares owed by the Offeror as of June 30, 2020 are deducted from the number of shares (24,121,062 shares).

Note 3: Shares of less than one unit are also eligible for the Tender Offer. If the right to demand purchase of shares of less than one unit is exercised by a shareholder in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase its own shares during the Tender Offer Period in accordance with statutory procedures.

Note 4: The Share Options may be exercised on or before the last day of the Tender Offer Period. In such case, the Target Company Shares issued upon such exercise will be eligible to be targets for the Tender Offer.

Note 5: The Offeror does not intend to acquire through the Tender Offer the treasury shares held by the Target Company.

(5) Schedule, etc.

(i) Period of Purchase, etc.

From July 31, 2020 (Friday) to September 29, 2020 (Tuesday) (40 business days)

(ii) Possibility of Extension at the Target Company's Request

Not applicable.

(6) Tender Offer Price

Common shares: 1,540 yen per share

Share options:

(i) The 4th Series of Share Options: 1 per share option

(ii) The 5th Series of Share Options: 1 per share option

(iii) The 6th Series of Share Options: 1 per share option

(iv) The 7th Series of Share Options: 1 per share option

(v) The 8th Series of Share Options: 1 per share option

(vi) The 9th Series of Share Options: 1 per share option

(vii) The 10th Series of Share Options: 1 per share option

(viii) The 11th Series of Share Options: 1 per share option

(ix) The 12th Series of Share Options: 1 per share option

2.Result of Tender Offer

(1)	Outcome of the Tender Offer

In the Tender Offer, if the total number of Tendered Share Certificates falls short of the minimum number of share certificates, etc. to be purchased (3,296,650 shares), the Offeror has set a condition that the Offeror will purchase none of the Tendered Share Certificates. However, since the total number (8,373,441 shares) of Tendered Share Certificates has exceeded the minimum number of share certificates, etc. to be purchased (3,296,650 shares), the Offeror will purchase all of the Tendered Share Certificates as stated in the public notice of commencement of the Tender Offer and the Tender Offer statement (including matters amended by the public notice of commencement changed the conditions, etc. of the Tender Offer and submission of amendment of the Tender Offer statement.)

(2)	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 September 30 , 2020, 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 Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the 'TOB Order').

(3)	Number of Purchased Shares

Classes of shares, etc. Number of tendered shares

following conversion

Number of purchased shares

following conversion

Shares 8,373,441 shares 8,373,441 shares

Stock Acquisition Rights - -

Bonds with Stock

Acquisition Rights

- -

Trust Beneficiary Certificate for

- -

Depositary Receipts for

- -

Total 8,373,441 shares 8,373,441 shares

(Total number of shares

(diluted))

- (-)

(4)	Ownership Ratio of Share Certificates, etc. after the Tender Offer

Number of voting rights represented by share

certificates, etc. held by the Offeror before the

Tender Offer

127,753

voting

rights

(Ownership ratio of share

certificates, etc. before the Tender

Offer: 52.99%)

Number of voting rights represented by share

certificates, etc. held by special related parties

before the Tender Offer

304

voting

rights

(Ownership ratio of share

certificates, etc. before the Tender

Offer: 0.13%)

Number of voting rights represented by share

certificates, etc. held by the Offeror after the

Tender Offer

211,487

voting

rights

(Ownership ratio of share

certificates, etc. after the Tender

Offer: 87.73%)

Number of voting rights represented by share

certificates, etc. held by special related parties

after the Tender Offer

voting

rights

(Ownership ratio of share

certificates, etc. after the Tender

Offer: 0.00%)

Number of voting rights of all shareholders of

the Target Company

239,478

voting

rights

Note 1: The 'Number of voting rights represented by share certificates, etc. held by special related parties before the Tender Offer, etc.' and the 'Number of voting rights represented by share certificates, etc. held by special related parties after the Tender Offer, etc.' represents the total number of voting rights represented by the share certificates, etc. held by all special related parties (excluding those excluded from special related parties under Article 3, paragraph 2, item (i) of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc.

by Person Other than Issuer in the calculation of ownership ratio of share certificates, etc. under the items of paragraph 1 of Article 27-2 of the Act).

Note 2: The 'Number of voting rights of all shareholders of the Target Company' is the number of voting rights of all shareholders as of March 31, 2020 stated in the 105th securities report submitted by the Target Company on August 7, 2020. However, since the Share Options and shares of less than one unit are also eligible for the Tender Offer, the denominator for the calculation of the 'Ownership ratio of share certificates, etc. before the Tender Offer' and 'Ownership ratio of share certificates, etc. after the Tender Offer' was the number of voting rights (241,079 voting rights) represented by the number of shares (24,107,947 shares) calculated as follows: (i) 105,900 shares(the total of the Number of Potential Shares) are added to the total number of the outstanding shares as of June 30, 2020 stated in the Target Company's Quarterly Report (24,015,162 shares); (ii) the number of the treasury shares owned by the Target Company as of June 30, 2020 (13,115 shares) are deducted from the number of shares (24,121,062 shares).

Note 3: 'Ownership ratio of share certificates, etc. before the Tender Offer' and 'Ownership ratio of share certificates, etc. after the Tender Offer' have been rounded off to two decimal places.

(5)	Calculation in the Case Where Purchases will be Conducted by the Proportional Distribution Method

Not applicable

(6)	Payment Method

(A)	Name and Main Office Address of Securities Firm, Bank, etc. Settling Payments for Purchase

Mizuho Securities Co., Ltd.: 1-5-1 Otemachi, Chiyoda-ku, Tokyo

(B)	Date of Commencement of Payment October 6 (Tuesday), 2020 5(C)	Payment Method

Promptly after the expiration of the Tender Offer Period, notice of purchase, etc. through the Tender Offer will be mailed to the address of each person who applied for tender ('Tendering Shareholder(s), etc.' or such shareholder's standing agent in the case of a shareholder, etc. who is a foreign resident (including institutional stockholders, and hereinafter referred to as 'Foreign Shareholder(s), etc.')) applying for the Tender Offer. Purchase will be made in cash. Based on instructions by a Tendering Shareholder, etc. (or a standing agent in the case of a Foreign Shareholder, etc.), the proceeds from the sale related to purchased share certificates, etc. will be transferred by a tender offer agent to the location designated by such Tendering Shareholder, etc. (or a standing agent in the case of a Foreign Shareholder, etc.) or will be paid to the account of a Tendering Shareholder regarding whom a tender offer agent has accepted tendering, etc. on or after the date of commencement of payment without delay.

3.	Policies after the Tender Offer and Future Prospects

There has been no change to the details described in the'Announcement Regarding the Commencement of Tender Offer for Shares in FUJITSU FRONTECH LIMITED (Securities Code 6945)' announced by the Tender Offeror on July 30, 2020 (including matters amended by the 'Corrections to 'Announcement Regarding the Commencement of Tender Offer for Shares in FUJITSU FRONTECH LIMITED (Securities Code 6945)' and Changes to the Terms of Purchase, etc. upon Submission of an Amendment to the Tender Offer Statement' announced by the Tender Offeror on September 11, 2020).

As a result of the Tender Offer, the Tender Offeror plans to implement procedures for the purpose of acquiring all the shares of the Target Company (The shares of the Target Company to be delivered upon the exercise of the Stock Acquisition Rights are included, but the shares of the Target Company held by the Tender Offeror and the treasury shares held by the Target Company are excluded.) and the Stock Acquisition Rights. The shares of the Target Company are currently listed on the Second Section of the Tokyo Stock Exchange, but if such procedures are implemented, the shares of the Target Company will be delisted through prescribed procedures in accordance with the delisting standards of the Tokyo Stock Exchange. After delisting, shares of the Target Company may not be traded on the Second Section of the Tokyo Stock Exchange. After consultation with the Target Company, the Target Company will promptly announce the future procedures as soon as they are determined.

4.	The Place of Public Inspection where a copy of the Tender Offer Report is to be made available

Fujitsu Limited

Shiodome City Center

1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo

Tokyo Stock Exchange, Inc.

2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo

Stocks mentioned in the article

	Add to a list Add to a list 0 selected To use this feature you must be a member Log in Sign up	Price	Change	5d. change	Capi.
	JAPAN EXCHANGE GROUP, INC.	3,794 JPY	+0.21%	+1.09%	12.54B
	FUJITSU LIMITED	2,426 JPY	-2.30%	-0.92%	28.34B

Latest news about Fujitsu Frontech Limited

Fujitsu Limited completed the acquisition of an additional 34.89% stake in Fujitsu Frontech Limited for ¥12.9 billion.	20-09-28	CI
Fujitsu Limited made a tender offer to acquire remaining 47.22% stake in Fujitsu Frontech Limited for ¥17.5 billion.	20-07-29	CI
Fujitsu Frontech and Soft Space Team Up to Boost Contactless Card Payment in Japan	20-06-30	CI
Fujitsu Frontech Limited(TSE:6945) dropped from S&P Global BMI Index	19-09-23	CI
Fujitsu Frontech Limited Announces Consolidated Results for the First Quarter Ended June 30, 2019; Provides Earnings Guidance the Year Ending March 31, 2020; Provides Dividend Guidance for the Second Quarter and Full Year of Fiscal Year Ending March 31, 2020	19-07-23	CI
North Holland Extends Desktop Services Contract with Fujitsu Frontech Limited	19-04-09	CI
Fujitsu Frontech Limited Reports Consolidated Earnings Results for the Nine Months Ended December 31, 2018; Provides Earnings Guidance for the Year Ending March 31, 2019	19-01-29	CI
Tranche Update on Fujitsu Frontech Limited's Equity Buyback Plan announced on August 30, 2018.	18-08-30	CI
Fujitsu Frontech Limited's Equity Buyback announced on August 30, 2018 has expired with 46,900 shares for ¥56.56 million.	18-08-30	CI
Fujitsu Frontech Limited announces an Equity Buyback for 50,000 shares, representing 0.21% for ¥60.3 million.	18-08-30	CI
Fujitsu Frontech Limited authorizes a Buyback Plan.	18-08-29	CI
Chungho Enterprise Company Ltd. acquire 7.8% stake in Chungho ComNet Co., Ltd. from Fujitsu Frontech Limited.	18-04-26	CI
Fujitsu Frontech and Chungho Comnet Formed Joint Venture in Korea to Expand Product and Solution Business for Global Market	18-04-25	CI
Tranche Update on Fujitsu Frontech Limited's Equity Buyback Plan announced on February 21, 2018.	18-03-06	CI
Fujitsu Frontech Limited's Equity Buyback announced on February 21, 2018 has closed with 50,000 shares, representing 0.21% for ¥87.58 million.	18-03-04	CI
Fujitsu Frontech Limited announces an Equity Buyback for 50,000 shares, representing 0.21% for ¥100 million.	18-02-20	CI
Fujitsu Frontech Limited authorizes a Buyback Plan.	18-02-20	CI
Fujitsu Frontech Limited Reports Consolidated Earnings Results for the First Quarter Ended June 30, 2017; Provides Consolidated Earnings Guidance for the Six Months Ending September 30, 2017 and Year Ending March 31, 2018; Provides Dividend Guidance for the Second Quarter Ending September 30, 2017 and Year Ending March 31, 2018	17-07-25	CI
Fujitsu Frontech Limited Reports Consolidated Earnings Results for the Year Ended March 31, 2017; Provides Consolidated Earnings Guidance for the Six Months Ending September 30, 2017 and Year Ending March 31, 2018; Declares Dividend for the Year Ended March 31, 2017; Provides Dividend Guidance for the Second Quarter Ending September 30, 2017 and Year Ending March 31, 2018	17-04-26	CI
Fujitsu Frontech Limited Announces Consolidated Earnings Results for Nine Months Ended December 31, 2016; Provides Earnings and Dividend Guidance for the Year Ending March 31, 2017	17-01-29	CI
Fujitsu Limited and Fujitsu Frontech Limited Announces Addition of Two New Products the Fujitsu Biometric Authentication Palmsecure-F Pro	16-09-11	CI
Fujitsu Frontech Limited Reports Unaudited Consolidated Earnings Results for Nine Months Ended December 31, 2015; Provides Earnings Guidance for the Full Year Ending March 31, 2016; Provides Dividend Guidance for the Year End Ending March 31, 2016	16-01-27	CI
Fujitsu Frontech Limited Enters into License Agreement with Round Rock Research LLC Covering UHF RFID Tag Technology	15-12-08	CI
Fujitsu Frontech Limited(TSE:6945) added to S&P Global BMI Index	15-09-21	CI
Fujitsu Frontech Limited Reports Consolidated Earnings Results for the First Quarter Ended June 30, 2015; Provides Earnings Guidance for the Six Months Ending September 30, 2015 and Year Ending March 31, 2016	15-08-02	CI

Chart Fujitsu Frontech Limited

Duration

Period

More charts

Company Profile

FUJITSU FRONTECH LIMITED is a Japan-based company mainly engaged in the development, manufacture and sale of front technology products and solution services. It operates through four business segments. Global Products Business segment provides automated teller machines (ATMs), branch terminals, mechanical components, and overseas equipment and solutions. Mechanical components include bill dispensing units, bill recirculation units, passbook and airline ticket printers. Service Integration Business segment provides ATM solutions, financial solutions, industrial solution lifecycle management (LCM) services, financial services and distribution services. Public Solutions Business segment provides public competition related equipment, display systems, molds and cutting. Front Solutions Business segment provides palm vein authentication, radio frequency identification (RFID), mobile systems, and store systems. It also provides employee benefits, facility management and logistics service.

Sector

More about the company