Announcement of Investment in Special Purpose Company Implementing a Tender Offer for Shinko Electric Industries Co., Ltd.

Dai Nippon Printing Co., Ltd. (DNP) announced in the press release entitled “Announcement of Investment in Special Purpose Company Established for the Purpose of Acquiring the Shares of Shinko Electric Industries Co., Ltd.” dated December 12, 2023, that it will invest in JICC-04, Ltd. (the “Offeror”) along with the Fund* administered and managed by JIC Capital, Ltd. (JICC), and Mitsui Chemicals, Inc. (Mitsui Chemicals)

* Includes the fund in which Hachijuni Sustainability No. 1 Fund (general partner: Hachijuni Investment Co., Ltd.) will invest.

In addition, the Offeror had announced that it planned to commence a tender offer for the common shares of Shinko Electric Industries Co., Ltd. (the “Target Company”) (the “Tender Offer”) subject to certain preconditions, such as the completion of the necessary procedures and responses based on domestic and foreign competition laws and foreign investment control laws and regulations, etc., and has now decided to commence the Tender Offer on February 18, 2025 because it has confirmed that the necessary procedures and responses under competition laws in Japan, South Korea, Vietnam and China have been completed, and also confirmed that all other preconditions for the Tender Offer have been met as of today. Please see the Offeror Press Release for details of the Tender Offer.

Furthermore, the schedule for the investment in the Offeror to be made in the fiscal year ending March 31, 2025 remains unchanged at the present time, and the impact of the investment on DNP’s earnings for that fiscal year will be negligible. 

*Disclaimer

The financial advisors to DNP, JICC, the Fund managed by JICC, Mitsui Chemicals, the Offeror, and Target Company as well as the tender offer agent (including their affiliates) may, within their ordinary course of business, engage during the Tender Offer Period in the purchase of, or an arrangement to purchase, the shares in Target Company for their own account or for their customers’ accounts outside the Tender Offer in accordance with Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, to the extent permitted under Japanese securities regulations and other applicable laws and regulations. Such purchases, etc. may be made at the market price through market transactions or at a price determined by negotiation outside the market. In the event that information regarding such purchases, etc. is disclosed in Japan, such information will also be disclosed in a similar manner in the U.S.