| 1. |
purposes of TOB |
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|
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
Companys 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 corporations 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 shipowners 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. |
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| 2. |
outline of TOB |
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(1) outline of the
target company |
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|
1) |
registered
companys name: Kobe Nippon Kisen Kaisha, Ltd. |
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2) |
main item of
business: shipping |
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3) |
when founded:
February 28 1944 |
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4) |
where head office
registered: 44, Akashi-cho, Chuo-ku, Kobe |
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5) |
whos the
representing director: Shigemi Oguni |
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6) |
capital amount:
1,200,000 thousand yen |
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7) |
composition of
shareholders and their shareholding ratios |
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|
|
|
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 |
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(2) class of stock
to buy |
|
common stock with
face value(face value per stock 50 yen) |
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|
(3)period of TOB |
|
twenty-six days
from February 4 (Friday), 2000 through February 29 (Tuesday), 2000 |
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(4)buying price |
|
71 yen per share |
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(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 |
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|
(6)aggregate number
of shares of stock to buy: 11,700,799 shares |
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|
(7)change of number
of owned stock through TOB |
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(A) |
number of owned
stock prior to TOB: 12,299,201(shareholding ratio 51.25%) |
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*(B) |
number of owned
stock after TOB: 24,000,000(shareholding ratio 100.00%) |
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|
|
*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. |
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|
(8)day of public
notice on the commencement of TOB |
|
|
February 4(Friday)
2000 |
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(9)agent for TOB |
|
|
The Nomura
Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo |
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|
(10) necessary
funds for TOB: 870,756,729 yen |
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| 3. |
agreement with the
target company on TOB |
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|
"K"LINE
has acquired agreement from the target corporation. |
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| 4. |
outlook |
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|
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. |