Announcement of Results of Tender Offer for Repurchase of Own Shares
Kariya (Japan) ― DENSO corporation (“the Company”) resolved at its Board of Directors meeting held on October 31, 2018, that it would repurchase its own shares and implement a tender offer (“Tender Offer”) as a method of repurchase pursuant to Article 156, Paragraph 1 of the Companies Act (No.86 of 2005, including its amendments in the later eras), which applies pursuant to Article 165, Paragraph 3 of that low, and the provisions of the Company’s Articles of Incorporation. The Tender Offer began on November 1, 2018 and ended on November 29, 2018.
1. Description of the Offer
(1) Name and address of the offeror
DENSO corporation 1-1, Showa-cho, Kariya, Aichi, Japan
(2) Class of listed shares to be repurchased
Common shares
(3) Acquisition Period
(A) Acquisition period (“Tender Offer period”)
From Thursday, November 1, 2018 to Thursday, November 29, 2018 (20 business days)
(B) Publication date for starting Tender Offer
Thursday, November 1, 2018
(4) Tender Offer price
4,748 yen per common share
(5) Method of settlement
(A) Name and head office address of financial instruments business operator, bank, or other institution in charge of settlement of the Tender Offer
SMBC Nikko Securities Inc. 3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo
(B) Settlement commencement date
Friday, December 21, 2018
(C) Method of settlement
Notification of the purchases under the tender offer will be sent to the address or to the location of shareholders those who tendered their shares (or to the standing proxy for foreign shareholders) after the conclusion of the Tender Offer period without delay. Purchases will be settled in cash. SMBC Nikko Securities Inc. will send shareholders the purchase amount for the tender offer, less applicable withholding taxes (see note), to the place as instructed by the shareholders without delay after the settlement commencement date.
Note: Taxes on shares purchased under the tender offer
* Please make any decisions after consulting a tax advisor or other professional about specific tax questions.
(a) For shareholders who are residents, or non-residents with a permanent establishment in Japan
When the amount of money received for accepting the tender offer exceeds the amount of the portion of the Company’s capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment, the amount in excess will be deemed a dividend and taxed accordingly. The amount deemed to be a dividend is subject to a withholding of 20.315% (15.315% for income tax and special income tax for reconstruction and 5% for resident tax). However, if the shareholder is considered a principal shareholder as defined in Order for Enforcement of the Act on Special Measures Concerning Taxation, the withholding is 20.42% (income tax and special income tax for reconstruction only).
Except the amount of money described above, received amount will be considered as income by transferring shares, and the difference between cost and income will be applied to the self-assessed separated taxation as a general rule.
(b) For shareholders who are non-residents without a permanent establishment in Japan
The amount deemed to be a dividend will be subject to withholding of 15.315% (income tax and special income tax for reconstruction only). If the shareholder is considered a principal shareholder, the withholding will be 20.42% (income tax and special income tax for reconstruction only).
(c) For corporate shareholders
When the amount of money received for accepting the tender offer exceeds the amount of the portion of the Company’s capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment, the amount of this excess will be deemed a dividend. As a general rule, the portion deemed to be a dividend is subject to withholding of 15.315% (income tax and special income tax for reconstruction only).
2. Results of the Purchase
(1) Number of shares purchased
| Share class | Anticipated number of shares to be purchased | Number of excess shares to be purchased | Number of shares tendered | Number of shares to be purchased |
|---|---|---|---|---|
| Common shares | 3,600,000 shares | 0shares | 3,282,510 shares | 3,282,510 shares |
(2) Calculation method where proportional allocation is used.
Not applicable.
3. Locations for Examination of Copies of the Tender Offer Report
DENSO corporation 1-1, Showa-cho, Kariya, Aichi, Japan
Tokyo Stock Exchange, Inc. 2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan
Nagoya Stock Exchange, Inc. 8-20, Sakae3-chome, Naka-ku, Nagoya, Japan
(Reference) Resolution about repurchase of own shares adopted by the Board of Directors on October 31, 2018
| (A) Class of shares to be repurchased | Common shares |
|---|---|
| (B) Total number of shares to be repurchased Note: Percentage of total number of issued shares | Up to 6,000,000 shares 0.76% (rounded to two decimal places) |
| (C) Total acquisition cost of shares to be repurchased | Up to 30,000,000,000 yen |
| (D) Term of acquiring | From November 1, 2018 to March 31, 2019 |
About DENSO Corporation
DENSO Corp., headquartered in Kariya, Aichi prefecture, Japan has approximately 220 subsidiaries in 35 countries and regions (including Japan) and employs approximately 170,000 people worldwide. Consolidated global sales for the fiscal year ending March 31, 2018, totaled US$48.1 billion. Last fiscal year, DENSO spent 8.8 percent of its global consolidated sales on research and development. DENSO common stock is traded on the Tokyo and Nagoya stock exchanges. For more information, go to www.denso.com, or visit our media website at www.denso.com/global/en/news/media-center/