KDDI Commences Tender Offer To Make LAC A Wholly-Owned Subsidiary
KDDI Corporation
As announced in the "LAC Agrees to KDDI's Tender Offer Toward New Co-Creation in Cybersecurity in the AI Era―Providing network and security as a one stop service to support the development of the cybersecurity industry―" dated November 7, 2024, KDDI Corporation (hereinafter "KDDI") has agreed with LAC Corporation (hereinafter "LAC") (hereinafter KDDI and LAC collectively referred to as the "parties") on a transaction for a tender offer of LAC's common shares (hereinafter the "Tender Offer") that will make LAC KDDI's wholly owned subsidiary. Thereafter, as of November 26, 2024, KDDI is pleased to announce that KDDI decided to commence the Tender Offer on November 27, 2024.
For further details, please read the parties' timely disclosures (in Japanese only).
If the Tender Offer is successfully completed, a series of processes (hereinafter the "Squeeze-Out Process") will be implemented to make KDDI LAC's sole shareholder. If the Squeeze-Out Process is to be implemented, LAC's shares will be delisted through the prescribed procedures.
| Method and process | Tender offer of common shares (the Tender Offer) If, upon the completion of the Tender Offer, KDDI fails to acquire all of LAC's shares in the Tender Offer, KDDI plans to implement a procedure of "Demand for Share, etc. Cash-out" or "Consolidation of Shares". |
|---|---|
| The period for the Tender Offer | From November 27, 2024 to January 15, 2025 |
| Commencement date of settlement of the Tender Offer | January 22, 2025 |
| The tender offer price in the Tender Offer | 1,160 yen per share |
| Number of shares to be purchased in the Tender Offer | Number of shares to be purchased in the Tender Offer: 21,184,250 shares The minimum number of shares to be purchased in the Tender Offer: 10,659,600 shares (The number of shares required to pass a special resolution at a LAC's shareholders meeting on its own, together with the existing shares held by KDDI) The maximum number of shares to be purchased in the Tender Offer: None |
| Total purchase price | Approximately 24.6 billion yen |
| Other | Following the report by a special committee established by LAC, a resolution was passed at LAC's board of directors held on November 7, 2024, to (i) express its opinion in favor of the Tender Offer, and (ii) recommend that LAC's shareholders tender their shares in the Tender Offer. Furthermore, a resolution was once again passed at LAC's board of directors held on November 26, 2024, to (i) state that there have been no changes to LAC's opinion as of November 7, 2024, (ii) express its opinion in favor of the Tender Offer, and (iii) recommend that LAC's shareholders tender their shares in the Tender Offer. |
■About KDDI
KDDI is aiming to realize its KDDI VISION 2030, which is "The creation of a society in which anyone can make their dreams a reality, by enhancing the powers to connect." In May 2024 under its corporate business brand "KDDI BUSINESS," it launched a new business platform "WAKONX" to respond to today's new era in which AI has entered into every corner of society. KDDI supports corporate customers' business growth and the resolution of societal issues by providing AI services and solutions optimized for each industry, based on its strengths of stable and secure communication and networks.
KDDI Corporation
Headquarters: 3-10-10 Iidabashi, Chiyoda-ku, Tokyo
Business: Telecommunications
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