About Tender Offer for the Shares of Toshiba Corporation

As announced on Sept. 21 in the news release “Announcement of the Results of the Tender Offer by TBJH Inc. for the Company Shares and Change of the Parent Company and the Largest Shareholder Among the Major Shareholders(445KB)”, the TBJH’s Tender Offer for the Company Shares succeeded. 

Tender Offer Period : from August 8, 2023 to September 20, 2023.
Tender Offer Price : 4,620 yen per share of common stock
Ownership ratio of share certificates, etc. after the purchase, etc. was conducted:78.65%

Please refer to the following Announcements/Publications, Tender Offer Agent and FAQs on this matter.

Announcements and Publications

Latest Announcements:


■ Schedules

Q. What are schedules from now on?
A. The Company plans to promptly announce the specific future procedures and implementation terms once they are determined following consultation between and decision-making by the Tender Offeror and the Company.
Generally speaking, we expect the privatization to take place during this calendar year.

September 27: Start of payment to shareholders who tendered their shares
October 12: Record Date for Voting Rights at Extraordinary General Meeting of Shareholders (EGM)
Late November: Holding EGM (plan to resolve share consolidation)

Q. Will you aim to relist in the future? If so, around when?
A. After the privatization is complete, it is up to TBJH’s management policy, and we are not in a position to answer.
(Updated on September 21, 2023)

■ Regarding the objective and background of the tender offer

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. What kind of company is the tender offeror, "TBJH Inc."?
A. TBJH Inc. is a company wholly owned by TBJ Holding Inc., 75% of the issued and outstanding shares of which is held by TB Investment Limited Partnership, which is managed by Japan Industrial Partners, Inc. (“JIP”) and its affiliates. 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.
For your reference: Japan Industrial Partners, Inc. website
(Updated on October 2, 2023)

Q. Why was TBJH chosen as the tender offeror? 
A. TBJH’s offer was the only comprehensive bid reached through a one-year long, fully competitive and fair process. 

Appointment of Tender Offer Agent by TBJH

As disclosed on May 12, 2023, SMBC Nikko Securities Inc. has been appointed as a tender offer agent by TBJH.

[Restriction on Solicitation]
The above FAQ is not prepared for the purpose of soliciting any sale or purchase of shares of Toshiba. 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. 

[Forward-looking Statements]
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.

[U.S. Regulations]
The Tender Offer was 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.