As Calsonic Kansei Corporation (the “Company”) announced in the “Announcement Concerning the Results of the Tender Offer for Shares of the Company by CK Holdings Co., Ltd. and Changes in the Parent Company and Largest Shareholder among Major Shareholders” dated March 23, 2017, CK Holdings Co., Ltd. (“CK Holdings”) conducted the tender offer (the “Tender Offer”) of which the tender offer period was from February 22, 2017 through March 22, 2017, targeting the shares of common stock of the Company (the “Company Shares”). As a result of the Tender Offer, CK Holdings has become an owner of 255,018,138 Company Shares (the ratio of voting rights represented by Company Shares held by CK Holdings to the total number of voting rights of all shareholders of the Company (the “Ownership Ratio of Voting Rights” (note) has been 95.21% (rounded to two decimal places)) and has become a special controlling shareholder of the Company (the “Special Controlling Shareholder”) as stipulated in the Companies Act (Act No.86 of 2005, as amended) (the “Companies Act”) since the commencement date of settlement for the Tender Offer, March 29, 2017.
Since the total number of voting rights represented by shares held by CK Holdings reached not less than 90% of the total number of voting rights of all shareholders of the Company, for the purpose of making the Company a wholly-owned subsidiary of CK Holdings by acquiring all shares of the Company (except for the shares held by CK Holdings and the Company), CK Holdings decided today to require all shareholders of the Company (excluding CK Holdings and the Company) (the “Shareholders Subject to the Demand for the Sale of Shares”) to sell all their Company Shares (the “Shares Subject to the Demand for the Sale of Shares”) to CK Holdings (the “Demand for the Sale of Shares”) in accordance with Article 179, Paragraph 1 of the Companies Act, as described in the section titled “(5) Policy for organizational restructuring after the Tender Offer (matters relating to ‘Two-Step Acquisition’)” under “3. Details of, and Grounds and Reasons for, the Opinion on the Tender Offer” of the press release “Announcement Concerning Opinion on Tender Offer by CK Holdings Co., Ltd.” dated February 21, 2017 (the “Opinion Press Release”). The Company hereby announces that the Company
received today a notice of the Demand for the Sale of Shares from CK Holdings and resolved at a meeting of its board of directors held today to approve the Demand for the Sale of Shares, as follows:
Additionally, with the approval of Demand for the Sale of Shares, the Company Shares will meet the stock delisting criteria of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”), and will be designated as securities to be delisted from today through May 7, 2017, and delisted as of May 8, 2017. The Company also hereby announces that after delisting, the Company Shares will no longer be traded on the Tokyo Stock Exchange.
