DENSO to Acquire Own Shares Through ToSTNeT-3 (Acquisition Through ToSTNeT-3, Under the Provisions of Articles of Incorporation Pursuant to Paragraph 2, Article 165 of the Companies Act of Japan)
Kariya (Japan) - At the Board of Directors meeting held on October 31, 2012, DENSO Corporation (the "Company") resolved to acquire its own shares as showed Reference 1 below, under Article 156, as applied pursuant to paragraph 3, Article 165, of the Companies Act, with a specific acquisition method, as follows.
- Reason for acquisition of own shares
The Company decided to acquire its own shares with the aim of improving capital efficiency, providing further returns to shareholders and ensuring a flexible capital strategy in the future. - Acquisition method
The Company will place an order to purchase shares at 8:45 a.m. on November 1, 2012 through ToSTNeT-3 (Tokyo Stock Exchange Trading NeTwork System). The price for shares in the buy-order shall be ¥2,499, the closing price of the Company's ordinary shares on the Tokyo Stock Exchange on October 31, 2012 (closing price transaction). (There will be no change to the trading method or time.) The aforementioned buy-order applies only to the time mentioned above. - Details of acquisition
- Type of shares to be acquired: DENSO Corporation common stock
- Number of shares to be acquired: 11,000,000 shares
(1.36% of the total number of issued shares (excluding treasury stock)) - Total cost: ¥27,489,000,000
- Announcement of own share acquisition result: The result of share acquisition will be announced after trading time of 8:45 a.m. on November 1, 2012.
Note 1:
The number of shares to be acquired is fixed. Depending on the market conditions,however, there is a likelihood that some or all of the shares may not be acquired.
Note 2:
Acquisition transactions will be made on the shares on sell-orders which correspond to the maximum number of shares to be acquired.
(Reference 1) Details of the acquisition resolved by the Board of Directors on October 31, 2012 are as follows.
(1) Type of shares to be acquired: DENSO Corporation common stock
(2) Number of shares to be acquired: Up to 11,000,000 shares
(1.36% of the total number of issued shares (excluding treasury stock))
(3) Total cost: Up to ¥33,000,000,000
(4) Term of acquisition: From October 31, 2012 to December 31, 2012
(Reference 2) Treasury stock holdings as of September 30, 2012
Total number of DENSO shares issued (excluding treasury stock): 805,931,515 shares
Total number of treasury stock: 78,137,198 shares
DENSO Corporation, headquartered in Kariya, Aichi prefecture, Japan, is a leading global automotive supplier of advanced technology, systems and components in the areas of thermal, powertrain control, electric, electronics and information and safety. Its customers include all the world' s major carmakers. Worldwide, the company has more than 200 subsidiaries and affiliates in 35 countries and regions (including Japan) and employs more than 120,000 people. Consolidated global sales for the fiscal year ending March 31, 2012, totaled US$38.4 billion. Last fiscal year, DENSO spent 9.5 percent of its global consolidated sales on research and development. DENSO common stock is traded on the Tokyo and Nagoya stock exchanges.