Last Updated: 2006.07.21
FAST RETAILING to commence tender offer for CABIN Co., Ltd.
( 25KB )
FAST RETAILING CO., LTD.
This document is an English version of a statement written in Japanese.
The Japanese original should be considered as the primary version.
At it’s special board of directors meeting held on July 21, 2006, FAST RETAILING CO., LTD. decided to acquire common stock in CABIN Co., Ltd. (TSE First Section, Code No. 8164) through a tender offer. More details of this decision are documented below.
1. The objective of the tender offer
FAST RETAILING CO., LTD. (FR) currently holds13,197,000 shares of common stock, or 29.37% of the outstanding shares issued in CABIN Co., Ltd (CABIN) and accounts the firm as an affiliate under the equity method. However, FR aims to purchase enough CABIN stock to acquire the majority of voting rights and make CABIN a consolidated subsidiary of FR. With that objective in mind, FR is commencing this tender offer.
CABIN currently manages specialty stores selling women’s clothing and accessories that have been designed in house and offer a high sense of fashion. CABIN is the developer of women’s fashion brands such as “ZAZIE,” “we-nge,” “e.a.p,” and “enraciné,” and boasts a nationwide network of 202 stores (as of end May 2006). Those stores either offer a range of brands or are dedicated exclusively to a single brand.
FR and CABIN already agreed to form a comprehensive business tie-up back on April 21, 2006 upon FR’s acquisition of 11,547,000 shares of common stock, or 25.70% of CABIN’s outstanding stock. Since then, both companies have been considering what structure that joint cooperation should adopt. FR has decided that it would strengthen the cooperative structure between our two companies by making CABIN a consolidated subsidiary. The move would also further strengthen the FR Group’s women’s clothing operation, while, at the same time, enabling a more efficient use of each firm’s respective management resources and generating greater synergies. FR is conducting this tender offer in its constant aim to improve the overall corporate value of the FR Group.
CABIN is currently attempting to improve its corporate value by boosting profitability and growth in a continuously tough business environment. Therefore, CABIN also considers it important to further strengthen the relationship between FR and CABIN and to use our respective management resources more efficiently.
Furthermore, CABIN decided to express support for the tender offer at its emergency board meeting held on July 21, 2006.
CABIN is currently listed on the First Section of the Tokyo Stock Exchange. FR intends to set an upper limit on the number of stock purchased in this tender offer with the intention of maintaining CABIN’s current listing.
Note: The 25.70% investment ratio mentioned above is a calculation based on a total number of 44,933,644 outstanding CABIN shares as of end February 2006. Any further references to numbers of outstanding shares or investment ratios in this document will be calculated according to the same criteria. Furthermore, at its regular board meeting held on July 6, 2006, CABIN decided to retire some of its stock according to Article 178 of Japanese Corporate Law (stock to be retired: 3,130, 000 shares; date of retirement: July 24, 2006). Following the retirement, the number of outstanding shares in issuance will be 41,803,644 shares.
► Please see here for details.