KKR Announces Tender Offer for the Acquisition of Calsonic Kansei Nissan Agrees to Tender Its 41% Holding of Calsonic Kansei Shares
KKR supports the long-term growth goals of Calsonic Kansei
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In connection with the tender offer, the Bidder has entered into a tender agreement (the "Tender Agreement") with Nissan, the lead shareholder in CK, to acquire in the tender offer Nissan's approximate 41% holding of CK's common shares. The tender offer is planned to be commenced subject to the fulfillment of certain conditions in the Tender Agreement and the Bidder currently expects to commence the tender offer in
CK is a leading supplier of automotive components including vehicle interiors, climate control systems, compressors, exhaust systems and electronic products. Nissan is the primary customer for CK, which also supplies other automotive groups including Renault, Isuzu,
Under the terms of the announced offer under Japan's Financial Instruments and Exchange Act, among other terms, the Bidder will commence the tender offer to acquire the outstanding common stock of CK. In light of the proposal from the Bidder, CK plans to issue a special dividend (the "Special Dividend") conditioned upon the success of the tender offer with a record date of the calendar day prior to the tender offer commencement date. The Bidder plans to pay cash consideration of
The proposed price represents:1
- A premium of 109.3% to CK's 12-month volume weighted average price ("VWAP") to
October 27, 2016
- A premium of 113.6% to CK's 6-month VWAP to
October 27, 2016
Since the number of CK's outstanding issued shares is equal to 267,882,277 (excluding treasury shares), the consideration price values CK at approximately
KKR makes its proposed investment from its Asian Fund II. KKR has been investing in
This press release should be read in conjunction with the full text of the CK Press Release, a copy of which is available on www.jpx.co.jp.
This press release has been prepared for the purpose of informing the public of the tender offer and has not been prepared for the purpose of soliciting an offer to sell, or making an offer to purchase, any securities. If shareholders wish to make an offer to sell their shares in the tender offer, they should first read the Tender Offer Explanation Statement for the tender offer and offer their shares or stock options for sale at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any securities, and neither this press release (or a part thereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the tender offer, and this press release may not be relied on at the time of entering into any such agreement.
The tender offer will be conducted in accordance with the procedures and information disclosure standards prescribed by Japanese law, which may differ from the procedures and information disclosure standards in
Unless otherwise specified, all procedures relating to the tender offer are to be conducted entirely in Japanese. If all or any part of a document relating to the tender offer is prepared in the English language and there is any inconsistency between the English-language documentation and the Japanese-language documentation, the Japanese-language documentation will prevail.
The financial advisors to the Bidder, the Company and Nissan as well as the tender offer agent (including their respective affiliates) may engage prior to the commencement of, or during, the tender offer period in the purchase or arrangement to purchase shares of the Company for their own account or for their customers' accounts to the extent permitted under the Japanese Financial Instruments and Exchange Act, Rule 14e-5(b) of the
KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world‐class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners' capital and brings opportunities to others through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information about
About Nissan Motor Co., Ltd.
Nissan is a global full-line vehicle manufacturer that sells more than 60 models under the Nissan, Infiniti and Datsun brands. In fiscal year 2015, the company sold more than 5.4 million vehicles globally, generating revenue of
For more information on our products, services and commitment to sustainable mobility, visit our website at http://www.nissan-global.com/EN/
1 The figures set out above are based on the Calsonic Kansei closing share prices extracted from Bloomberg as at and prior to the last full trading day (
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