News

2021.03.24

Announcement Concerning Results of Tender Offer for the Share Certificates, etc. of N・FIELD Co., Ltd. (Securities Code: 6077)

CHCP-HN, Inc. (the “Tender Offeror”) decided on February 5, 2021 to acquire shares of the common stock (the “Target Company Shares”), which are listed on the First Section of the Tokyo Stock Exchange, Inc. (the “TSE”), and the Stock Acquisition Rights (as defined in “(3) Class of Share Certificates, Etc. to be Purchased, Etc.” below) of N・FIELD Co., Ltd. (the “Target Company”), through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the “Act”) and commenced the Tender Offer as of February 8, 2021. Since the Tender Offer was completed on March 23, 2021, the Tender Offeror hereby announces the results thereof as follows:

1.      Overview of Purchase, Etc.
(1)     Name and Address of the Tender Offeror
          CHCP-HN, Inc.
          5-12 Yaesu 2-chome, Chuo-ku, Tokyo
(2)     Name of Target Company
          N・FIELD Co., Ltd.
(3)     Class of Share Certificates, Etc. to be Purchased, Etc.
          a. Common stock
          b. Stock acquisition rights
          Third Series of stock acquisition rights issued pursuant to a resolution of the Target Company’s board of directors meeting held on February 26, 2014 (the “Stock Acquisition Rights”) (Exercise period is from April 1, 2015 to March 31, 2022)
(4)     Number of Share Certificates, Etc. to be Purchased

Number of shares to be purchased Minimum number of shares to be purchased Maximum number of shares to be purchased
12,925,434 shares 8,617,000 shares - shares

(Note 1) If the total number of the share certificates, etc. tendered in the Tender Offer (the “Tendered Share Certificates, Etc.”) is less than the minimum number of shares to be purchased (8,617,000 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of the Tendered Share Certificates, Etc. is equal to or greater than the minimum number of shares to be purchased (8,617,000 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc.
(Note 2) Since a maximum number of shares to be purchased has not been set in the Tender Offer, in the column “Number of shares to be purchased” above, the stated number is the maximum number (12,925,434 shares) of share certificates, etc. of the Target Company to be acquired by the Tender Offeror through the Tender Offer. Such maximum number is the number of shares (12,925,434 shares) (the “Total Number of Shares After Dilution Excluding Treasury Shares Held by the Target Company”) calculated by the following formula:
(i) the total number of issued shares (13,210,000 shares) as of December 31, 2020, as stated in the “Summary of Financial Statements for the Fiscal Year Ended December 31, 2020 (Japanese GAAP) (Unconsolidated)” (the “Target Company’s Financial Statements Summary for the Fiscal Year Ended December 31, 2020”) published by the Target Company on February 5, 2021, minus (ii) the number of the treasury shares (324,566 shares) held by the Target Company as of the same date, plus (iii) the number of the Target Company Shares (40,000 shares in total) subject to the Stock Acquisition Rights, the number of which is stated as the number as of December 31, 2019 in the Annual Securities Report for the 17th Business Period filed by the Target Company on March 25, 2020 (the “Target Company’s Annual Securities Report for the 17th Business Period”); and as the number of issued shares as of December 31, 2020 (13,210,000 shares) as stated in the Target Company’s Financial Statements Summary for the Fiscal Year Ended December 31, 2020 does not differ from the total number of issued shares as of December 31, 2019 (13,210,000 shares) as stated in the Target Company’s Annual Securities Report for the 17th Business Period, it is considered that no Stock Acquisition Rights had been exercised and the number remained unchanged up until December 31, 2020 (40; according to the Target Company, no Stock Acquisition Rights were exercised from January 1, 2021 to February 4, 2021).
(Note 3) Shares constituting less than a unit (excluding shares constituting less than a unit owned by the Target Company) will also be subject to the Tender Offer. The Target Company may purchase its shares in accordance with procedures stipulated in the laws and regulations during the period for purchase, etc., in the Tender Offer (the “Tender Offer Period”) from any shareholder who exercises the right to require the Target Company to purchase shares constituting less than a unit under the Companies Act (Act No. 86 of 2005, as amended).
(Note 4) The Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by the Target Company.
(Note 5) Although the Stock Acquisition Rights may be exercised by the last day of the Tender Offer Period, the Target Company Shares issued or transferred through such exercise will also be subject to the Tender Offer.

(5)     Period for Purchase, Etc.
          a. Period for Purchase, Etc. as of the Time of Filing of the Tender Offer Registration Statement
           From February 8, 2021 (Monday) through March 23, 2021 (Tuesday) (30 business days)

          b. Possible Extension of the Tender Offer Period based on the Target Company’s Request
           N/A

(6)     Price for Purchase, Etc.
          a. 1,200 yen per share of the common stock
          b. One (1) yen per unit of Stock Acquisition Rights

2.      Results of Purchase, Etc.
(1)     Outcome of the Tender Offer
          The Tender Offer was subject to the condition that if the total number of the Tendered Share Certificates, Etc. was less than the minimum number of the shares to be purchased (8,617,000 shares), the Tender Offeror would not purchase any of the Tendered Share Certificates, Etc. However, as the total number of the Tendered Share Certificates, Etc. (11,026,143 shares) was equal to or greater than the minimum number of shares to be purchased (8,617,000 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc., as described in the public notice for commencing the Tender Offer and in the Tender Offer Registration 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 March 24, 2021, at the TSE, the Tender Offeror announced the results of the Tender Offer to news media, 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).

(3)     Number of Purchased Share Certificates, Etc.

Classes of Share Certificates, Etc. (a) Number of Tendered Shares after Conversion (b) Number of Purchased Shares after Conversion
Share Certificates 11,026,143 shares 11,026,143 shares
Stock Acquisition Right Certificates – shares – shares
Bond Certificates with Stock Acquisition Rights – shares – shares
Trust Beneficiary Certificates for Share Certificates, Etc.
(     )
– shares – shares
Depositary Receipts for Share Certificates, Etc.
(     )
– shares – shares
Total 11,026,143 shares 11,026,143 shares
(Total Number of Potential Share Certificates, Etc.) – shares (- shares)

(4)     Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.

Number of Voting Rights Represented by Share Certificates, Etc. Owned by Tender Offeror prior to Purchase, Etc. (Ownership Percentage of Share Certificates, Etc. prior to Purchase, Etc.: – %)
Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related Parties prior to Purchase, Etc. (Ownership Percentage of Share Certificates, Etc. prior to Purchase, Etc.: – %)
Number of Voting Rights Represented by Share Certificates, Etc. to be Owned by Tender Offeror after Purchase, Etc. 110,261 (Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.: 85.31%)
Number of Voting Rights Represented by Share Certificates, Etc. to be Owned by Special Related Parties after Purchase, Etc. (Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.: – %)
Total Number of Voting Rights of All Shareholders of the Target Company 128,813

(Note 1) The “Total Number of Voting Rights of All Shareholders of the Target Company” represents the total number of voting rights of all shareholders of the Target Company as of June 30, 2020, as indicated in the third quarterly report for the 18th business period filed by the Target Company on November 13, 2020 (described on the basis that one (1) unit is 100 shares). However, as shares constituting less than a unit and the Target Company Shares that may be issued or transferred through exercise of the Stock Acquisition Rights are also subject to the Tender Offer, in calculating the “Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.,” the number of voting rights (129,254 units) represented by the Total Number of Shares After Dilution Excluding Treasury Shares Held by the Target Company (12,925,434 shares) is used as the denominator.
(Note 2) The “Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.” is rounded to two decimal places.

(5)     Calculation in the Case Where Purchase, Etc. will be Conducted by the Proportional Distribution Method
          N/A

(6)     Method of Settlement
    a. Name and Address of the Head Office of the Securities Company / Bank, Etc. in Charge of Settlement for Purchase, Etc.
        Nomura Securities Co., Ltd. 1-13-1, Nihonbashi, Chuo-ku, Tokyo

    b. Settlement Commencement Date
        March 30, 2021 (Tuesday)

    c. Method of Settlement
        A notice of purchase, etc. by way of the tender offer will be mailed to the address of each tendering shareholder, etc. (or its/his/her standing proxy in the case of a foreign shareholder, etc.) without delay after the end of the Tender Offer Period.
          Payment of the price for purchase, etc. will be made in cash. The tendering shareholders, etc. are entitled to receive the purchase price for the share certificates, etc. under the tender offer without delay after the commencement date of settlement in a manner designated by the tendering shareholders, etc., such as remittance (a remittance fee may be charged).

3.      Policy, Etc. After the Tender Offer and Future Outlook
    There has been no change in the policy, etc. after the Tender Offer from the descriptions in the Tender Offer Registration Statement.
    The Tender Offeror intends to implement procedures aiming to acquire all of the Target Company Shares (excluding the Target Company Shares owned by the Tender Offeror and the treasury shares held by the Target Company) through a series of transactions after the Tender Offer. The Target Company Shares are currently listed on the First Section of the TSE. However, if the Tender Offeror implements such procedures, the Target Company Shares will be delisted pursuant to the prescribed procedures in accordance with the TSE’s criteria for delisting. The procedures to be taken will be promptly disclosed by the Target Company once such procedures have been determined.

4.      Place Where the Copy of the Tender Offer Report is Kept for Public Inspection
        CHCP-HN, Inc.
        (5-12 Yaesu 2-chome, Chuo-ku, Tokyo)
        Tokyo Stock Exchange, Inc.
        (2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)