Last Updated: 2008.02.28
RESULTS OF FAST RETAILING TENDER OFFER (TOB) FOR VIEWCOMPANY CO., LTD.
FAST RETAILING CO., LTD.
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Tender Offeror :
FAST RETAILING CO., LTD.（TSE First section：9983）
TOB Target :
VIEWCOMPANY CO., LTD.（Jasdaq：3033）
At its board meeting held on January 10, 2008, FAST RETAILING CO. LTD. decided to tender an offer of 585 yen per share with the aim of making women’s footwear store developer VIEWCOMPANY an FR subsidiary. The TOB commenced on January 11, 2008 and ran through February 27, 2008. The TOB was successful and so VIEWCOMPANY is now expected to become a consolidated subsidiary of FAST RETAILING. The details of this change are explained below.
Conditions of tender offer :
Purchase price： 585 yen per ordinary share
Purchase period： Friday, January 11～Wednesday, February 27, 2008
Number of shares targeted for purchase: A minimum of 2,523,000 shares (33.27% total outstanding shares); no upper limit.
Result of tender offer :
Total shares offered for sale： 4,971,000 shares
Total shares purchased： 4,971,000 shares
- The total number of shares offered for sale exceeded the minimum number of shares targeted for purchase. Therefore, we are purchasing all of the shares tendered for sale.
FR shareholder stake in VIEWCOMPANY post TOB: 98.97％（7,504,000 share）
- As a result, VIEWCOMPANY is scheduled to become a consolidated subsidiary of FR effective March 5, 2008.
Post TOB strategy :
- Once VIEWCOMPANY becomes an FR consolidated subsidiary, we plan to transform the VIEWCOMPANY’s operational structure and further clarify FR Group’s commitment to the company. We intend to pursue synergy benefits even more aggressively than we have in the past. These efforts will include strengthening VIEWCOMPANY’s business processes by promoting better communication of experience, information and personnel, and through a greater sharing of operational infrastructure.
- By sharing FR group expertise and promoting communication among personnel as well as transferring personnel with FR group companies, FAST RETAILING and VIEWCOMPANY are looking to ① enhance the precision of procurement and orders by strengthening the product planning function, ② improve gross profit by reviewing the ratio of original products, ③ make better use of store opening expertise and conduct joint store openings, and ④ implement joint purchasing structures. We believe this will allow us to create a new type of shoe business, and ensure a strong, stable operational base to boost VIEWCOMPANY’S competitiveness and profitability.
Could VIEWCOMPANY become a fully owned FR subsidiary? :
FAST RETAILING and VIEWCOMPANY will consider various factors such as whether VIEWCOMPANY infringes the listing criteria of the JASDAQ exchange, FR’s total shareholders stake following the TOB, and VIEWCOMPANY’s market liquidity. If on such consideration both firms judge it appropriate, FAST RETAILING would plan to make VIEWCOMPANY a fully owned subsidiary through the use of class shares with an option to call all shares.
Future outlook :
- We envisage that any impact resulting from this TOB on FAST RETAILING’s business performance for the year to August 2008 on both a consolidated and parent only basis will be minimal.
