Strategic Alternatives FAQs
On Mar 23, 2023, Toshiba announced “Announcement of Opinion of Scheduled Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares.”
Please refer to the following FAQs and Announcements/Publications on this matter.
（As of March 2023）
Q. Why is privatization necessary for Toshiba?
A. In order for Toshiba to succeed in its transformation, by executing a consistent business strategy over the mid-to-long term, we considered it important to establish a stable management platform, and receive unified support from shareholders, and we reached the conclusion that privatization will lead to enhancing corporate value.
Q. Why did you not make the decision on recommending shareholders to tender their shares in the Board resolution?
A. This decision is a result of engaging in a fair and transparent process for a year, while maintaining the competitive environment, and was a unanimous decision by the Board of Directors. This could be considered as a reasonable exit opportunity for the Company’s shareholders, but we decided to refrain from making the decision on recommending shareholders to tender their shares at this moment, due to the tender offer price not reaching a level that clearly can be recommended to shareholders to tender their shares, considering factors including the current macro-economic environment. We intend to make another announcement regarding the Board decision on whether or not to recommend shareholders to tender their shares before the commencement of the tender offer.
Q. In the Announcement of Opinion by Toshiba, the tender offeror is stated as "TBJH Inc." What kind of company is this?
A. TBJH Inc. is a group company of Japan Industrial Partners, Inc. (“JIP”). JIP was established in November 2002 in Japan to be engaged in the Japanese-style private equity investment business and has been contributing to corporate reorganization and restructuring of Japanese companies. JIP has provided capital and management support to Japanese companies to help them leverage their existing business foundation, revitalize their potential, and accelerate their business growth, and has a track record of more than twenty cases (as of Mar 23, 2023) of investments in carve-outs (spin-offs of businesses and subsidiaries) and privatization transactions in Japan.
In the following explanation, the tender offeror is referred to as "JIP" for ease of understanding.
Q. Why was JIP chosen as the tender offeror?
A. JIP’s offer was the only comprehensive bid reached through a one-year long, fully competitive and fair process.
Q. What are the views of major foreign shareholders? Will they tender at this price, or will they roll-over (reinvest)?
A. We are not in a position to talk about our shareholders’ intentions. We understand that as of this moment there are no investors among our major foreign shareholders that have committed to reinvest with the JIP consortium.
Q. What will you do if the privatization does not succeed?
A. We will promptly execute an alternative strategy, to prevent a void in managing the Company and the negative effect on shareholders’ interests.
Q. What will be the process going forward?
A. JIP are currently proceeding with the regulatory approval process. The tender offer process will begin once the approvals are obtained. We intend to make an announcement regarding the Board decision by that time.
Q. Has a tender offer agent been appointed? What is its contact information?
A. As disclosed on May 12, 2023, SMBC Nikko Securities Inc. has been appointed as a tender offer agent by JIP. The agent is currently preparing for inquiry responses. Updated information, including inquiry contact, will be posted on this page. (May 12, 2023 updated)
Q. What shall we do in the tender offer?
A. The tender offer process has not begun as of this moment. Going forward, please refer to the notice from the tender offeror.
Announcements and Publications
[Restriction on Solicitation]
The above FAQ is not prepared for the purpose of soliciting offers to sell shares in connection with the Tender Offer (as defined in the Company’s announcement “Announcement of Opinion of Scheduled Commencement of the Tender Offer to be Conducted by TBJH Inc. for the Company Shares” dated as of March 23, 2023 (the “Announcement”)). If you intend to make an offer to sell shares in the Tender Offer, please refer to the Tender Offer Explanatory Statement regarding the Tender Offer before making your own independent decision. The above FAQ is not an offer to purchase securities or a solicitation of an offer to sell securities, and does not constitute a part of any such offer or solicitation. In addition, neither the above FAQ (nor any part of it) nor any distribution hereof will be the basis for any agreement concerning the Tender Offer, nor may it be relied upon when executing any such agreement.
The above FAQ may include statements concerning future prospects such as “expect,” “forecast,” “intend,” “plan,” “be convinced,” and “estimate,” including those concerning the future business of the Tender Offeror (as defined in the Announcement) and other companies and entities. These statements are based on the current business prospects of the Tender Offeror and may change depending on future developments. The Tender Offeror is not be obligated to update statements concerning future prospects to reflect actual business results or other various developments, changes to the conditions, or other related factors. The above FAQ may include “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Securities Exchange Act of 1934”). Actual results may be significantly different from the predictions expressly or impliedly indicated in such forward-looking statements, due to known or unknown risks, uncertainty, or other factors. Neither the Tender Offeror nor its affiliates guarantee that the predictions expressly or impliedly indicated in such forward-looking statements will turn out to be correct. The forward-looking statements included in the above FAQ were prepared based on the information held by the Tender Offeror as of the date of the latest update, and unless obligated by laws or regulations or the rules of a financial instruments exchange, the Tender Offeror or its affiliates are not be obligated to update or revise the statements to reflect future incidents or situations.
The Tender Offer will be conducted in compliance with the procedures and information disclosure standards provided under the Financial Instruments and Exchange Act of Japan, and those procedures and standards are not always the same as those applicable in the United States. In particular, neither Section 13(e) nor Section 14(d) of the U.S. Securities Exchange Act of 1934 or the rules thereunder apply to the Tender Offer, and the Tender Offer is not being conducted in accordance with those 71 procedures or standards. The financial information included in the above FAQ may not necessarily be comparable to the financial information prepared based on the U.S. accounting standards. Also, because the Tender Offeror and the Company are corporations incorporated outside the U.S. and their directors are non U.S. residents, it may be difficult to exercise rights or claims arising under U.S. securities laws against them. In addition, you may not be permitted to commence any legal procedures in courts outside the U.S. against non-U.S. corporations or their directors based on a violation of U.S. securities laws. Furthermore, U.S. courts are not necessarily granted jurisdiction over non-U.S. corporations or their directors. All procedures regarding the Tender Offer will be conducted in Japanese unless specifically set forth otherwise. Although some or all of the documents or statements regarding the Tender Offer will be prepared in English, if there is any discrepancy between the documents or statements prepared in English and those in Japanese, the documents or statements in Japanese will prevail.
This Web site contains projections of business results, statements regarding business plans and other forward-looking statements. This information is based on certain assumptions, such as the economic environment, business policies and other factors, as of the date when each document was posted. Actual results may differ significantly from the estimates listed here.