Accelerating Growth and Creating Value for StakeholdersToshiba:
Toward the Next 100 Years
Important Notice
(No Solicitation)
For all shareholders of Toshiba Corporation (“Toshiba”), please read carefully the following notices:
This website (the “Site”) contains various information regarding the Tender Offer for all (excluding treasury stock owned by Toshiba) of Toshiba’s common stock (the “Tender Offer”), which is part of a series of transactions (the “Transactions”) to privatize the shares of Toshiba.
It has been decided that the Tender Offer will commence on August 8, 2023.
The Tender Offer Explanatory Statement, the Tender Offer Application Form and related materials are available free of charge on or after August 8, 2023 by contacting SMBC Nikko Securities Inc., as the agent for the Tender Offer. For more information, click “Application Procedures” on the upper right corner of each of the page.
This Site is intended to summarize publicly available information regarding the Tender Offer and to provide the shareholders with such information. This Site is not prepared for the purpose of soliciting the shareholders to apply for the Tender Offer to sell their shares.
When applying for the Tender Offer to sell their shares, shareholders are requested to make their own judgment after reading the Tender Offer Explanatory Statement without relying on this Site (or any part thereof).
For more information of this Important Notice, please refer to the pages of “IMPORTANT NOTICE (LEGAL DISCLAIMER) & TERMS OF USE” by clicking here.
Greetings
TBJH, Inc is a holding company in which Japan Industrial Partners, Inc. (JIP) indirectly holds all equity interests (together “TBJH” and “JIP” is referred to below as “we”). TBJH plans to launch a Tender Offer (the “Tender Offer”) for all the common shares of Toshiba Corporation (excluding treasury shares owned by Toshiba) as part of a series of transactions (the “Transactions”) aimed at privatizing the shares of Toshiba Corporation (“Toshiba”) as announced in the press release “Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH, Inc.” dated August 7, 2023.
The following is a brief history of the bidding process to date.
In April 2022, Toshiba’s Board of Directors decided to evaluate strategic alternatives to enhance Toshiba’s corporate value. After assessing multiple proposals from potential acquirers, as described in the “Notice Regarding Planned Commencement of Tender Offer for the Shares of Toshiba Corporation (Code: 6502) by TBJH, Inc” dated March 23, 2023, Toshiba’s Board of Directors resolved to express an opinion supporting the Tender Offer by TBJH if it commenced in March 23, 2023. Additionally, Toshiba announced on June 8, 2023 that its Board of Directors resolved to express an opinion recommending that shareholders tender their shares in the Tender Offer if it commenced. These opinions supporting the Tender Offer and recommending that shareholders tender their shares in the Tender Offer remains unchanged as of today.
As described in the “Notice Regarding the Progress of the Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH, Inc.” dated March 23, 2023, we have been proceeding with the procedures under foreign competition laws and regulations, and laws relating to foreign direct investment toward implementation of the Tender Offer. As all the procedures have reached the stage where the TOB can be implemented, we have resolved to commence the Tender Offer as described in the beginning of this page.
We intend to make every effort to realize the Transaction in order to accelerate Toshiba’s growth and create value for all stakeholders.
This website provides details on the Transaction and our future plans for Toshiba. We would like to ask Toshiba’s shareholders to take a look at our proposal and to tender their shares in the Tender Offer.
TBJH Inc.
Shinichi Inagaki, Representative Director
Japan Industrial Partners, Inc.
Hidemi Moue, CEO
Purpose of the Transaction
By taking Toshiba private, we will:
1. Provide a stable shareholder base on which Toshiba can accelerate its growth
2. Optimize management structure to execute strategies that will realize Toshiba’s growth potential
3. Foster a focus on medium- to long-term growth over short-term results
As a result, we believe we can achieve the following and increase Toshiba’s corporate value.
1. Further expand and develop Toshiba‘s customer base by better meeting their needs
2. Implement growth strategies for new businesses applying new technologies developed by Toshiba
3. Make the workplace more rewarding for Toshiba executives and employees
We sincerely hope the current shareholders of Toshiba understand and appreciate Toshiba’s commitment to the challenges ahead and the Purpose of this Transaction.
Purpose of the transaction from the view of Toshiba and its Stakeholders
We believe that the Transaction will deliver meaningful benefits for Toshiba’s stakeholders.
Background of the Transaction
Toshiba started to solicit proposals to enhance its corporate value.
Since its founding in 1875, Toshiba has consistently supported critical social and industrial infrastructure in Japan. The company‘s strengths include top-tier industry positions in many businesses, high technological capabilities, and a stable customer base. Under the new management structure launched in March 2022, Toshiba realized that in order to capitalize on these strengths and continue to grow its business, it is essential to work on the medium- to long-term development of technologies to support customers and create new products, under a stable management environment.
With this in mind, in April 2022, the Board of Directors resolved to establish a Special Committee to consider strategic alternatives, including going private, to enhance corporate value.
First Bid Process
JIP participated in the “First bid process for selection of potential external partners for strategic options to enhance corporate value” in April 2022 and submitted its first bid to Toshiba in May 2022.
JIP was invited to participate in the second bid process out of a total of 10 parties that submitted their proposals and conducted due diligence in parallel with the other candidates from mid-July over a few months.
Second Bid Process and Execution of Tender Offer Agreement
Following this due diligence process, JIP submitted a proposal on September 30. After assessing JIP’s and other’s proposals, Toshiba granted JIP a one-month non-exclusive preferential negotiation right on October 7.
Being granted the non-exclusive preferential negotiation rights, while conducting additional due diligence, JIP continued to work on raising capital and funds for the Transaction and submitted a legally binding final proposal on March 3, 2023. As a result, discussions and negotiations took place between Toshiba and JIP regarding the contents of the Tender Offer Agreement, including the price and other terms and conditions of the Tender Offer. On March 23, a Tender Offer Agreement was concluded between TBJH, an entity in which JIP indirectly holds all of the equity interests, and Toshiba. In response, TBJH issued an announcement regarding the planned commencement of the Tender Offer for Toshiba Corporation (Securities Code: 6502).
On the same day, the Board of Directors of Toshiba unanimously resolved to support the Tender Offer by TBJH (then KK), which is funded by an investment consortium formed by JIP, if it commenced, and announced the “Announcement of Opinion of Scheduled Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares“.
Toshiba announced on June 8 that its Board of Directors resolved to express an updated opinion recommending shareholders to tender their shares in the Tender Offer if it commenced and disclosed “Announcement of Revised Opinion of Scheduled Commencement of the Tender Offer to be conducted by TBJH Inc. for the Company Shares”.
Second Bid Process and Execution of Tender Offer Agreement
Commencement of the Tender Offer
As announced in the “Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH, Inc.” dated August 7, 2023, the Tender Offer will be launched on August 8, 2023. The Board of Directors of Toshiba resolved on August 7, 2023 to support the Tender Offer and express an opinion recommending that shareholders tender their shares in the Tender Offer that the Tender Offer is implemented, and released the “Announcement of Opinion of Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares”.
As described above, we believe that our proposal was supported by the special committee and the Board of Directors of Toshiba after careful consideration together with the proposals made by several other candidates, in a transparent process to select potential external partners for strategic options to enhance corporate value.
For details of the transaction, please refer to “Announcement of Opinion of Scheduled Commencement of the Tender Offer by TBJH for the Company Shares in our company” dated March 23, 2023, “Announcement of Revised Opinion of Scheduled Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares” dated June 8, 2023 and “Announcement of Opinion of Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares” dated August 7, 2023.
History of Toshiba’s “Bidding process for selection of potential external partners for strategic options to enhance corporate value”
| Date | History | Link |
|---|---|---|
| April 7, 2022 | Toshiba board of directors resolves to establish a special committee to consider strategic options | Link |
| April 21, 2022 | Toshiba board of directors and special committee resolves to invite proposals on strategic options, including going private | Link |
| Late April 2022 | Toshiba begins primary bidding process for selection of potential external partners | |
| June 2, 2022 | Toshiba Announces Receipt of Non-Legally Binding Primary Proposal from 10 Campaigns | Link |
| Mid-July 2022 | Toshiba begins second bidding process for selection of potential external partners | |
| September 30, 2022 | Toshiba announces that it has received second offers from several potential external partners | |
| October 7, 2022 | Toshiba grants non-exclusive preferential negotiation rights to JIP | |
| March 3, 2023 | JIP submits legally binding final proposal to Toshiba | |
| March 23, 2023 | Toshiba resolved at the board of directors to express its consent opinion if TBJH opens the Tender Offer. Toshiba and TBJH have also made a Tender Offer Agreement | Link |
| June 8, 2023 | Toshiba resolved at the board of directors to express its consent opinion and to recommend shareholders to tender their shares in the Tender Offer if TBJH starts the Tender Offer | Link |
| August 7, 2023 | The Board of Directors of Toshiba resolved to support the Tender Offer and express an opinion recommending that shareholders tender their shares in the Tender Offer that the Tender Offer is implemented | Link1
Link2 |
Overview of TBJH’s Tender Offer for Toshiba shares
Target shares: Common shares
Tender Offer price: 4,620 yen per common share
Tender Offer period: 30 business days
Tender Offeror: TBJH, Inc.
Number of shares to be purchased: 432,880,086 shares *
Minimum number of shares to be purchased: 288,731,000 shares (equivalent to 66.7% of Toshiba’s voting power)
If the total number of shares tendered is equal to or greater than the minimum number of shares to be purchased, all tendered shares will be purchased.
If the total number of shares tendered is less than the minimum number of shares to be purchased, all tendered shares will not be purchased.
Tender Offer schedule: From August 8, 2023 to September 20, 2023
Tender Offer agent: SMBC Nikko Securities
Pricing of the Tender Offer
In determining the Tender Offer Price, JIP conducted a multifaceted and comprehensive analysis of the business and financial condition of the Toshiba Group, based on financial information and other materials published by Toshiba Corporation and the results of due diligence performed on Toshiba Corporation, and took into account the corporate value and share value based on the future cash flow of Toshiba Corporation as calculated by JIP On March 23, 2023, JIP determined the Tender Offer Price to be 4,620 yen, based on discussions and negotiations with Toshiba Corporation, taking into account other companies’ examples of large-scale Tender Offers in recent years aimed at making Toshiba a wholly-owned subsidiary, as well as the pros and cons of Toshiba Corporation’s approval of the Tender Offer and the prospect of the Tender Offer becoming a reality. The Tender Offer Price remain unchanged as of August 7, 2023.
The Tender Offer Price:
① A premium of 20.63% to the closing price of Toshiba Corporation’s stock on the Tokyo Stock Exchange on April 6, 2021, 3,830 yen, the business day preceding April 7, 2021, the day on which Toshiba Corporation announced its receipt of the initial proposal by CVC Capital Partners to acquire and privatize the shares, a premium of 21.90% to the simple average closing price of 3,790 yen for the past 1 month at that time, a premium of 31.03% to the simple average closing price of 3,526 yen for the past 3 months, and a premium of 44.60% to the simple average closing price of 3,195 yen for the past 6 months.
② A premium of 10.69% to the closing price of Toshiba Corporation’s stock on the Tokyo Stock Exchange on March 2, 2023, 4,174 yen the business day preceding the day on which JIP submitted its final proposal for the Transaction to Toshiba Corporation. Also, the price obtained by adding a premium of 9.43% to, 4,222 yen, the closing price of the Target Shares on the TSE on March 22, 2023, which is the business day prior to the day on which the announcement of the scheduled commencement of the Transaction was made.
For details of the basis for the calculation of the purchase price, please refer to “(4) Basis for the Valuation of the Tender Offer Price” of “Notice Regarding Planned Commencement of Tender Offer for the Shares of Toshiba corporation (Code: 6502) by TBJH Inc.” dated March 23, 2023 and “5. Basis for the Valuation of Price of Purchase, Etc.” of “Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH, Inc.” dated Augusut 8, 2023.
Our Message to the viewers of this site
1. Toshiba is a prominent business enterprise in Japan with high potential for growth.
Toshiba Group is an extremely important business group for Japanese society and industry with a broad range of business areas, a strong customer base, and high R&D capabilities. Based on this strong business platform, and with the management philosophy of “Committed to People, Committed to the Future” Toshiba is continuing to develop its business by addressing social issues and contributing to the development of societies. We would like to support Toshiba executives and employees to realize this goal.
2. The investment consortium formed by Japan Industrial Partners (JIP) is a consortium in which Japanese operating companies and financial institutions participate to realize Toshiba’s future medium-term growth strategy. In addition, JIP has experience and track record in investing in business transformation and reorganization of Japanese companies.
In order to consummate the Transaction, which aims to realize Toshiba‘s new medium-term growth strategy, we have received strong interest and support from an investment consortium consisting of numerous major Japanese operating companies and financial institutions that have endorsed our strategy.
JIP was established to develop a Japanese-style private equity business that contributes to the transformation and reorganization of Japanese companies, and has supported numerous leading Japanese operating companies for more than 20 years.
3. The Tender Offer is the result of highly transparent review process initiated and led by Toshiba itself.
Under the leadership of the management team, which has been working with an independent special committee for almost one year, Toshiba has solicited options for restructuring its business openly, including going private, and has resolved to support and recommend shareholders to tender their shares in the Tender Offer initiated by an investment consortium formed by JIP after serious review of proposals from several candidates. We will make every effort to realize Toshiba’s medium- to long-term strategy after going private.
We ask for the understanding from the current shareholders and application to the Tender Offer regarding the Tender Offer.