About Tender Offer for the Shares of Toshiba Corporation

The TBJH’s tender offer for Toshiba Corporation’s shares succeeded, and the shares of Toshiba Corporation were delisted on Dec. 20, 2023.

Please refer to the following Announcements / Publications and FAQs on this matter.


Announcements and Publications

Latest Announcements:

FAQs

■ Schedules

Q. What are schedules from now on?
A. Toshiba’s shares were consolidated (squeeze-out procedure) on December 22, 2023 under the Japanese Company Act. And we schedule to deliver the same amount of money as tender offer price (4,620 JPY per share) in this April.

For details of the procedures, we started to send to the address registered in Toshiba’s register of shareholder, a "Notice on Payment for Disposition of Fractions of Shares after the Consolidation of Shares" from Sumitomo Mitsui Trust Bank, Limited, our shareholder registry administrator, from January 25, 2024.

When a shareholder registered overseas address in the register of shareholder as of December 22, 2023, the above notice is to be sent to its standing proxy in Japan.

The specific future procedures are as below.

November 22 : Holding EGM (share consolidation approved)
November 22 : Date of designation of stock to be delisted
December 19 : Final sales date
December 20 : Delisting date
December 22 : Effective date of the share consolidation
January 25, 2024: "Notice on Payment for Disposition of Fractions of Shares after the Consolidation of Shares" started to be sent
March 1, 2024 (must arrive): Deadline for submission of “Fractional Share Disposal Proceeds Transfer Designation Form”
April 11, 2024 (plan):Payment for Disposition of Fractions of Shares
(Updated on January 25, 2024)

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. 

[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.