baudroie,inc.
(Correction) Notice and Correction of the Notice of Commencement of the Tender Offer and the Correction to the Public Announcement of the Tender Offer for the Purchase of Shares, etc. of Boardleur Co., Ltd. (Securities Code: 4413) and Notice of Correction to the Public Announcement of the Start of the Tender Offer
In connection with the submission of the correction to the tender offer document, adjustments are reflected in the procedures for transferring founder shareholders’ shares and the stock consolidation, and the policy to transfer all target shares is partially revised in the tender offer start announcement text. A new mention is added regarding the offer agreement with Mr. Tsuyoshi Kobayashi.
Key Figures
- Total shares held by the founder shareholders: 17,939,600 shares
- Total ownership by founder shareholders: 54.65%
- Lower limit of tendered shares: 3,135,200 shares
- Transfer price for target shares: 2,350 yen per share
- Mr. Tsuyoshi Kobayashi's offer agreement: all shares tendered
AI要約
Overview of this Tender Offer
The corrected main text indicates a decision to keep the acquisition price at 2,350 yen per share if the tender offer is successful, and confirms an agreement to transfer all shares held by the three founder shareholders. The three individuals, Tsuyoshi Tominaga, Takeshi Fujii, and Osamu Hodojima, hold a total of 17,939,600 shares (54.65%), and a lower threshold for tendering has been set at 3,135,200 shares. After the offer is successful, it contemplates stock consolidation under the Companies Act and squeeze-out procedures, noting that a special resolution at an extraordinary general meeting may be required. The offer agreement with Mr. Tsuyoshi Kobayashi has been added, and all of his shares are expected to be tendered into this tender offer as well.
Policy on Organization and Interim Measures after this Tender Offer
The corrected text states an intention to acquire all transferred shares after the tender offer is completed and to privatize the company, including the stock consolidation and squeeze-out procedures. It also details actions to remove conditions for exercising transfer rights under the agreements with Osamu Hodojima and Kobayashi, and discusses scheduling adjustments for proposals to be submitted at an extraordinary general meeting, outlining movements during the tender offer period and immediately after.
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