Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President and CEO: Kenichi Hori) today decided that through Mit-Pacific Infrastructure Holdings ("MPIH") (Mitsui 50%+1share, Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development ("JOIN", Head Office: Tokyo, President and CEO: Tatsuhiko Takesada) 50%-1share), it will make a tender offer ("Offer") of 4.63 Philippine pesos per share for the common shares of Metro Pacific Investment Corporation ("MPIC"), a company listed on the Philippine Stock Exchange, together with Metro Pacific Holdings, Inc. ("MPHI"), GT Capital Holdings, Inc. ("GTC") and MIG Infrastructure Holdings Incorporated ("MIG"). For this purpose, MPIH, MPHI, GTC and MIG ("The Consortium") entered into a Memorandum of Agreement which sets forth their agreement on terms and conditions of the proposed Offer. The Offer is scheduled to commence promptly after the completion of the procedures at the relevant authorities, and we will promptly make an announcement on this after it is finalized.

1. Objective of the Offer

Through the Offer, Mitsui aims to acquire a portfolio of assets including core infrastructure assets such as those related to power, water, and highways in order to capture the strong demand in the Philippines, which is expected to grow further. By combining MPIC's business foundation with Mitsui's long-standing capabilities and experience in its global infrastructure business, Mitsui will contribute to the energy transition in the Philippines. In addition, Mitsui will support MPIC's business development and create collaborative projects by leveraging our comprehensive capabilities in the digital field and other areas, thereby enhancing MPIC's corporate value.

2. Outline of the Offer

(1) MPIC Overview

(2) Schedule of the Offer

The Consortium will make the Offer with the following anticipated timeline.
Late May 2023: Commencement of the Offer
Late June 2023: Close of the Offer (planned)

(3) Offer Price

PHP4.63 per MPIC common share
The offer price reflects valuation of MPIC's equity at PHP 132,862 mil

(4) Number of Target Shares in the Offer

Target Shares: Common shares – max. 10,513 mil shares (Mitsui portion 2,870 mil shares) (as of April 27, 2023)

(5) Change in the Shareholding of Mitsui in MPIC by the Offer

Number of shares before the Offer 0
Estimated number of shares after the Offer 2,870 mil shares (10%)

(Note 1) The Consortium intends to delist MPIC from the Philippine Stock Exchange if it holds sufficient shares through the Offer.

(6) Estimated Total Amount

Approximately PHP48,676 mil (Note 2, Approximately JPY116.8 bil, Mitsui portion JPY31.9 bil)

(Note 2) The number of shares to be purchased in the Offer (10,513 mil shares) multiplied by the Offer price (PHP4.63).

3. Impact on the Business Results

We expect to record a one-time gain (the amount of which is currently under review) in the fiscal year ending March 31, 2024, as part of the process of allocating the acquisition price to the assets and liabilities in the consolidated financial statements.

Envisaged structure

Before the purchase

After the purchase

*MPIH, MPHI, GTC and MIG ratios are based on the assumption that all floating shares are purchased.