January 28, 2000

Kawasaki Kisen Kaisha, Ltd.
2-9, Nishi-shinbashi 1-chome, Minato-ku, Tokyo
President Isao Shintani
(Code No. 9107 Listed on the First Section
of the Tokyo Stock Exchange)
For detailed information, contact:
Hiroyuki Maekawa, Director&General Manager,
Group Business Division
Tel:03-3595-5039

   

Announcement on Commencement of TOB (takeover bid)


At the meeting of the board of directors on January 28 2000, we, at Kawasaki Kisen Kaisha, Ltd. (named hereafter "K"LINE) resolved to buy the shares of stock of Kobe Nippon Kisen Kaisha, Ltd. (named hereafter Kobe) through TOB. The details are as follows:
   
1. purposes of TOB
    

The Company has been making strenuous efforts to encourage globalization of management concept, development and strengthening of the group companies with top-importance attached to consolidated management, reductions on interest-bearing debts, revitalization of organizations and perfection in practice of safety in navigation. All are based on the Company’s five-year management plan named “the New "K"LINE Spirit for 21(New K-21)” starting from April 1998.
As you are well aware the ocean-going shipping business, our core business has been in a sea of so harsh international competition on the non-regulated single market. Under such adverse circumstances, however, we are poised high-spiritedly to meet the shareholders’ requirements by token of improving efficiency in consolidated management practices and upgrading corporation’s value.
Kobe, target corporation of TOB is a subsidiary company of "K"LINE holding 51.25% of total stock of the target company. The core business of Kobe is composed of shipowner’s business, ship management/administration business. It is virtually indispensable that we should analyze and clarify cost performance by the group companies of the same business item which importantly share a part of costs with us, ceaselessly pursuing perfection in safety of ship navigation with deep consideration to the environmental preservations.
Self-evidently, we are confident that such challenge will earn us the benefit of increasing further cost-based competitiveness on the extremely stormy market. We have chosen such capital policy that would not conflict with the directions of the company management and operations. In this manner we have been determined to exercise TOB in an aim to retransform Kobe into a perfect subsidiary and to practice an overall management of the group companies and to rearrange its business composition.

    
2. outline of TOB
    
(1) outline of the target company
     1) registered company’s name: Kobe Nippon Kisen Kaisha, Ltd.
2) main item of business: shipping
3) when founded: February 28 1944
4) where head office registered: 44, Akashi-cho, Chuo-ku, Kobe
5) who’s the representing director: Shigemi Oguni
6) capital amount: 1,200,000 thousand yen
7) composition of shareholders and their shareholding ratios
2000.1.1
Name shareholding ratio
Kawasaki Kisen Kaisha, Ltd. 51.25%
Kawasaki Heavy Industries Ltd. 33.06%
The Tokio Marine & Fire Insurance Co., Ltd. 5.27%
The Yasuda Fire & Marine Insurance Co., Ltd. 2.45%
The Dowa Fire & Marine Insurance Company, Limited.    2.01%
The Chiyoda Fire & Marine Insurance Co., Ltd. 1.79%
The Nippon Fire & Marine Insurance Co., Ltd. 1.12%
8) relationship with "K"LINE: a consolidated subsidiary
    
(2) class of stock to buy
common stock with face value(face value per stock 50 yen)
    
(3)period of TOB
twenty-six days from February 4 (Friday), 2000 through February 29 (Tuesday), 2000
    
(4)buying price
71 yen per share
    
(5)basis of calculation for assessment of buying price
calculated by Showa Ota Ernst & Young on a basis of a compromised system between system of market-value net assets and that of comparison of similar businesses
    
(6)aggregate number of shares of stock to buy: 11,700,799 shares
    
(7)change of number of owned stock through TOB
(A) number of owned stock prior to TOB: 12,299,201(shareholding ratio 51.25%)
*(B) number of owned stock after TOB: 24,000,000(shareholding ratio 100.00%)
*The number is figured out at the time of buying 11,700,799 shares through TOB.
The shareholding ratios are reckoned on outstanding stock of Kobe amounting to 24,000,000 shares.
    
(8)day of public notice on the commencement of TOB
February 4(Friday) 2000
    
(9)agent for TOB
The Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
    
(10) necessary funds for TOB: 870,756,729 yen
    
3. agreement with the target company on TOB
    
"K"LINE has acquired agreement from the target corporation.
    
4. outlook
    
We are firmly committed to completing the fundamental concept of the best business composition in an effort to realize further efficiency in ship management/administration practices of the group companies.


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