ORIX Announces Investment in Monolith Holdings with the Commencement of
Tender Offer for Shares of 1st Holdings
Apr 05, 2013
TOKYO, Japan - April 5, 2013 - ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today announced that, in relation to the management buyout transaction whereby Hiroyuki Uchino (hereinafter, "Mr. Uchino"), President and CEO of an independent software vendor 1st Holdings, Inc. (hereinafter, "1st Holdings" or "Target Company"), acquires by tender offer (hereinafter, "Tender Offer") the common shares and the stock acquisition rights of 1st Holdings through Monolith Holdings Inc. (hereinafter, "Tender Offeror"), a company in which Mr. Uchino serves as Representative Director, ORIX made a decision to invest in the Tender Offeror.
The Tender Offeror is a special purpose company established for the purpose of acquisition and holding of all of the common shares and the stock acquisition rights of 1st Holdings through the Tender Offer. At the moment, Mr. Uchino owns all issued shares of the Tender Offeror.
1st Holdings became independent from Tsubasa System Co., Ltd. following a management buyout in March, 2004 and currently provides services including planning, development, and maintenance of business-use software with its strength in the business report development support software and business intelligence solutions. Its leading product, business report development software called the SVF series, has built up a strong brand as the de facto standard, having the largest market share in the industry of approximately 45%. Going forward, further growth is anticipated with a recent focus on providing new products and services that respond to the Cloud/Big Data era.
This Tender Offer is a management buyout with the aim of delisting 1st Holdings, which allows for the company to maintain its competitive advantage while being able to implement policies in a swift and decisive manner. In this way, 1st Holdings is able to enhance its corporate value in a stable and sustained manner for the future, under the management environment that is beginning to change significantly. Mr. Uchino is scheduled to remain as the management for 1st Holdings after the transaction. ORIX will subscribe to the common shares and non-voting shares of Tender Offeror through OPI2002 Investment Partnership (Hereinafter, "ORIX Investment Partnership") comprised of ORIX and its subsidiary to provide financing necessary for the payment related to the Tender Offer, after the completion of the Tender Offer.
ORIX decided to make an investment based on the shared intention with Mr. Uchino on the management buyout described above. Going forward, ORIX intends to support the current management team led by Mr. Uchino and the employees of the 1st Holdings in planning and execution of various measures to raise the corporate value, including restructuring of a business structure and establishment of an advanced management system, with the aim of enhancing mid- and long-term competitiveness and mobility of the company.
|Name||Monolith Holdings Inc.|
|Representative Director||Hiroyuki Uchino|
|Location||1-11-1 Marunouchi, Chiyoda-ku, Tokyo|
|Name||1st Holdings, Inc.|
|President & CEO||Hiroyuki Uchino|
|Location||28-5 Maruyamacho, Shibuya-ku, Tokyo|
|Established||April 11, 1972|
|Business||Software, security service, and maintenance businesses|
(3) Type of Share Certificates to be Acquired Through Tender Offer
Common shares and stock acquisition rights
(4) Tender Offer Period
April 8, 2013 to May 22, 2013 (30 business days)
(5) Tender Offer Price
- 880 yen per one (1) common share
- 804 yen per one (1) first class B stock acquisition right
- 1 yen per one (1) first class D stock acquisition right
- 1 yen per one (1) first class E stock acquisition right
- 1 yen per one (1) second class stock acquisition right
- 1 yen per one (1) third class stock acquisition right
- 1 yen per one (1) fourth class stock acquisition right
(6) Number of Shares to be Purchased Through Tender Offer
If the total number of share certificates tendered does not exceed 21,700,644 shares, the Tender Offeror will not purchase all of share certificates tendered.
If the total number of share certificates tendered equals to or exceeds 21,700,644 shares, the Tender Offeror will purchase all of share certificates tendered.
(7) Tender Offer Agent
Daiwa Securities Co. Ltd.
(8) Financing Necessary for Tender Offer
If the Tender Offer is successfully completed, the Tender Offeror expects to borrow from Mizuho Bank, Ltd. and receive investment from Mr. Uchino and ORIX Investment Partnership. ORIX Investment Partnership expects to subscribe to the common shares of the Tender Offeror at a maximum total of 235 million yen and the non-voting shares of Tender Offeror at a maximum total of 11,520 million yen.
ORIX Corporation, Corporate Planning Department
TEL : +81-3-5419-5042 / Fax : +81-3-5419-5901
URL : http://www.orix.co.jp/grp/en/
ORIX Corporation (TSE: 8591; NYSE: IX) is an integrated financial services group based in Tokyo, Japan, providing innovative value-added products and services to both corporate and retail customers. With operations in 28 countries and regions worldwide, ORIX’s activities include corporate financial services, such as leases and loans, as well as automobile operations, rental operations, real estate, life insurance, banking and loan servicing. For more details, please visit our website at: http://www.orix.co.jp/grp/en/
These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2011– March 31, 2012.”
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