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Notice Regarding Results of Tender Offer for Shares of GOYO Foods Industry Co., Ltd. (Securities Code: 2230)

Dec. 3, 2021


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Mitsui & Co., Ltd. (Head Office: Chiyoda-ku, Tokyo, President: Kenichi Hori; the "Company") commenced a tender offer (the "Tender Offer") for the common stock (the "Target Shares") of GOYO Foods Industry Co., Ltd. (the "Target") from October 18, 2021. The Tender Offer was completed on December 2, 2021 and the Company hereby reports on the results as follows.

1. Summary of the Tender Offer

(1) Name of the Target

GOYO Foods Industry Co., Ltd.

(2) Type of shares to be purchased

Common stock

(3) Number of shares to be purchased

Please scroll horizontally to look at table below.

Type of shares Number of tendered shares to be purchased Minimum number of tendered shares to be purchased Maximum number of tendered shares to be purchased
Common stock 1,572,385 shares 970,300 shares -
Total 1,572,385 shares 970,300 shares -

(Note 1) If the total number of shares, etc. tendered in the Tender Offer (the "Tendered Shares, etc.") is less than the minimum number of tendered shares to be purchased in the Tender Offer (970,300 shares), the Company will purchase none of the Tendered Shares, etc. If the total number of the Tendered Shares, etc. is no less than the minimum number of tendered shares to be purchased in the Tender Offer (970,300 shares), the Company will purchase all of the Tendered Shares, etc. The minimum number of shares to be purchased (970,300 shares) is set such that the Company alone will hold the number of voting rights (9,703) obtained by deducting the number of voting rights (2,340) pertaining to the Target Shares held by Mr. Keisuke Masuda ("Mr. Masuda"), the former representative director and the second largest shareholder of the Target (as Mr. Masuda's term of office expired and he resigned from the position of director at the conclusion of the Target's 46th ordinary general shareholders meeting held on August 27, 2021, he is not a representative director of the Target as of today) as of October 15, 2021 (234,047 shares, Shareholding Ratio (Note 2): 12.96%) from the number of voting rights (12,043) which is the product (fractional number shall be rounded up) of multiplying two-thirds (2/3) with the total number of voting rights (18,064) pertaining to the number of the shares (1,806,432 shares) equal to the total number of shares issued by the Target as of August 31, 2021 (1,807,172 shares) reported in the "Quarterly Securities Report for the First Quarter of the 47th Fiscal Year" (the "Quarterly Securities Report") published by the Target on October 15, 2021 less the number of treasury shares held by the Target as of August 31, 2021 (740 shares) reported in the "Unconsolidated Financial Results for the First Quarter of Fiscal Year Ending May 2022 (Japanese GAAP)" (the "Quarterly Financial Results") filed by the Target on October 15, 2021.
(Note 2) "Shareholding Ratio" refers to the ratio (rounded to the second decimal place) to the number of Target Shares (1,806,432 shares) obtained by deducting the number of treasury shares held by the Target as of August 31, 2021 (740 shares), which is stated in the Quarterly Financial Results, from the total number of issued shares of the Target as of August 31, 2021 (1,807,172 shares), which is stated in the Quarterly Securities Report.
(Note 3) Shares less than one unit are also subject to the Tender Offer. If a shareholder exercises the right to claim for purchase of shares less than one unit pursuant to the Companies Act (Act No. 86 of 2005, as amended), the Target may purchase its shares during the purchase period for the Tender Offer (the "Tender Offer Period") in accordance with statutory procedures.
(Note 4) The treasury shares owned by the Target are not scheduled to be acquired through the Tender Offer.

(4) Tender Offer Period

(I) Tender offer period
From October 18, 2021 (Monday) through December 2, 2021 (Thursday) (32 business days)

(II) Possibility of extending the above period upon request from the Target
Not applicable.

(5) Price of Tender Offer

879 yen per share of common stock

2. Results of the Tender Offer

(1) Whether the Tender Offer has been successful

In the Tender Offer, a condition was set that if the total number of the Tendered Shares, etc. is less than the minimum number of tendered shares to be purchased in the Tender Offer (970,300 shares), the Company will purchase none of the Tendered Shares, etc. However, because the total number of the Tendered Shares, etc. (1,506,083 shares) resulted in no less than the minimum number of tendered shares to be purchased in the Tender Offer (970,300 shares), the Company will therefore purchase all of the Tendered Shares, etc. as stated in the public notice on the commencement of the tender offer and the tender offer registration statement.

(2) Date of public notice concerning results of the Tender Offer, and name of daily newspaper on which the public notice is posted

Pursuant to Article 27-13, Paragraph 1 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"), on December 3, 2021, the Company announced to the press the results of the Tender Offer at Tokyo Stock Exchange, Inc., by the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Persons Other Than Issuers (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Cabinet Office Ordinance").

(3) Number of purchased shares

Type of shares a. Number of tendered shares after conversion b. Number of purchased shares after conversion
Shares 1,506,083 shares 1,506,083 shares
Share options certificates - -
Corporate bond certificates with share options - -
Beneficiary certificates of shares in trust - -
Depository receipts for shares - -
Total 1,506,083 shares 1,506,083 shares
(Total number of shares diluted) (-) (-)

(4) Shareholding ratio after the Tender Offer

Number of voting rights pertaining to the shares held by the Company before the Tender Offer 0 (Shareholding Ratio before the Tender Offer 0.00%)
Number of voting rights pertaining to the shares held by special related parties before the Tender Offer 2,340 (Shareholding Ratio before the Tender Offer 12.95%)
Number of voting rights pertaining to the shares held by the Company after the Tender Offer 15,060 (Shareholding Ratio after the Tender Offer 83.37%)
Number of voting rights pertaining to the shares held by special related parties after the Tender Offer 2,340 (Shareholding Ratio after the Tender Offer 12.95%)
Total number of voting rights of all shareholders of the Target 18,044  

(Note 1) "Number of voting rights pertaining to the shares held by special related parties before the Tender Offer" and "Number of voting rights pertaining to the shares held by special related parties after the Tender Offer" refer to the total number of voting rights pertaining to the shares, etc. held by each special related party (excluding parties that shall be excluded from special related parties pursuant to Article 3, Paragraph 2, Item (i) of the Cabinet Office Ordinance for the purpose of calculating the holding ratio of shares, etc. set out in each item of Article 27-2, Paragraph 1 of the Act).
(Note 2) "Number of voting rights of all shareholders of the Target" refers to the number of voting rights of all shareholders as of May 31, 2021 as reported in the Quarterly Securities Report (the number of shares per unit shall be 100). However, because shares less than one unit are also subject to purchase in the Tender Offer, "Shareholding Ratio before the Tender Offer" and "Shareholding Ratio after the Tender Offer" are calculated based on the denomination of the number of voting rights (18,064) pertaining to the number of shares (1,806,432 shares) obtained by deducting the number of treasury shares (740 shares) held by the Target as of August 31, 2021 as reported in the Quarterly Financial Results from the total number of issued shares (1,807,172 shares) of the Target as of August 31, 2021 as reported in the Quarterly Securities Report.
(Note 3) "Shareholding Ratio before the Tender Offer" and "Shareholding Ratio after the Tender Offer" are indicated by rounding to the second decimal place.

(5) Calculation in the case where purchase, etc. is conducted on a pro rata basis

There are no applicable matters.

(6) Method of settlement

(I) Name and location of head office of the financial instruments business operator or bank, etc. in charge of settlement of the Tender Offer
SMBC Nikko Securities Inc. 3-1, Marunouchi 3-Chome, Chiyoda-ku, Tokyo

(II) Commencement date of settlement
December 9, 2021 (Thursday)

(III) Method of settlement
A written notice concerning purchase, etc. through the Tender Offer shall be sent by post to the address or location of the shareholders who tendered their shares in response to the offer to purchase the shares pertaining to the Tender Offer (the "Tendering Shareholders") (or its standing proxy in the case of non-resident shareholders) without delay after completion of the Tender Offer Period. The notice shall be given electronically for tenders made through online trading (https://trade.smbcnikko.co.jp/).
The purchase shall be made in cash. The sales proceeds for the purchased shares, etc. shall be remitted from the tender offer agent to the location designated by the Tendering Shareholders (or their standing proxy in the case of non-resident shareholders) without delay after the commencement date of settlement as instructed by the Tendering Shareholders (or their standing proxy in the case of non-resident shareholders).

3. Policies after the Tender Offer and perspectives

For our policies after the Tender Offer, there is no change from those stated in "Notice Regarding Commencement of Tender Offer for Shares of GOYO Foods Industry Co., Ltd. (Securities Code: 2230)" published by the Company on October 15, 2021.

4. Location at which copy of the Tender Offer Report is available to the public

Mitsui & Co., Ltd.: 2-1, Otemachi 1-Chome, Chiyoda-ku, Tokyo
Tokyo Stock Exchange, Inc.: 2-1, Nihombashi Kabuto-cho, Chuo-ku, Tokyo

Information

For inquiries on this matter, please contact

Mitsui & Co., Ltd.
Investor Relations Division
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Mitsui & Co., Ltd.
Corporate Communications Division
Telephone: +81-80-5912-0321
Facsimile: +81-3-3285-9819
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