On May 10, 2016, the Board of Directors of NTT DATA Corporation (the “Offeror”) resolved to commence a tender offer of shares to acquire common shares of NJK Corporation (“NJK”, the Second Section of Tokyo Stock Exchange (“Tokyo Stock Exchange”), Code: 9748, the “Target”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended; hereinafter, “the Act”). The Offeror commenced the Tender Offer on May 11, 2016, and the Tender Offer has been completed on July 7, 2016.

Outcome of Tender Offer

In the Tender Offer, the condition was that if the total number of the Tendered Shares was less than the minimum number of shares to be purchased (2,140,300 shares), none of the Tendered Shares would be purchased. However, because the total number of Tendered Shares (6,165,181 shares) was equal to or greater than the minimum number of shares to be purchased (2,140,300 shares), all of the Tendered Shares will be purchased as described in the public notice of the commencement of the Tender Offer and Tender Offer Registration Statement (including the matters amended by way of the Amendment of the Tender Offer Registration Statement later submitted).

Change in the percentage of shares held due to the purchase

  • Percentage of shares held prior to the purchase: 51.18%
  • Percentage of shares after the purchase: 95.79%

The Tender Offer was successful, but since the Offeror has not acquired all of the shares issued by the Target (with the exception of the Target’s shares owned by the Offeror, or the treasury stock held by the Target), the Offeror plans to obtain all of the shares issued by the Target (with the exception of the Target’s shares owned by the Offeror, or the treasury stock held by the Target) using the method described below.

Specifically, as the Offeror owns 90% or more of the voting rights of the shares issued by the Target through the completion of the Tender Offer, it is possible for it to exercise rights as a special controlling shareholder under Article 179-1 of the Companies Act (Act No. 86 of 2005, as amended; the same shall apply hereinafter). The Offeror intends to demand that all shareholders of the Target that did not tender their shares in the Tender Offer (excluding the Offeror and the Target) (hereinafter, the “Sale Shareholders”) sell and deliver all of their shares of the Target in accordance with Chapter 2, Subsection 4(2) of Part II of the Companies Act (hereinafter, the “Demand for Sale of Shares”). In the Demand for Sale of Shares, it is planned that the same price as the price in the Tender Offer will be paid to the Sale Shareholders for each share of the Target.