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November 16, 2006
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| Outline of the Business Alliance and Tender Offer |
| 1. Outline of Mercian Corporation |
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(1) |
Name: |
Mercian Corporation |
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(2) |
Address of head office: |
1-5-8, Kyobashi, Chuo-ku, Tokyo, Japan |
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(3) |
Representative: |
Yuji Okabe, President and CEO |
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(4) |
Amount of sales: |
¥99,027,000,000 (for the fiscal year ended December 31, 2005, consolidated) |
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(5) |
Current term net income: |
¥1,409,000,000 (for the fiscal year ended December 31, 2005, consolidated) |
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(6) |
Amount of share capital: |
¥20,972,000,000 (as of December 31, 2005) |
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(7) |
| Major shareholders (as of June 30, 2006): |
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Ajinomoto Co., Inc. 12.82% |
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The Master Trust Bank of Japan Ltd. (Trust Account) 7.07% |
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The Dai-ichi Mutual Life Insurance Company 4.79% |
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Meiji Yasuda Life Insurance Company 4.14% |
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(8) |
Date of incorporation: |
December 4, 1934 |
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(9) |
Number of employees: |
870 (as of December 31, 2005) |
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(10) |
Main business: |
Alcoholic beverages business, chemical business, manufacturing and sales of medical goods and feeding stuff and sales of imported alcoholic beverages |
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(11) |
Main products: |
"Chateau Mercian", "Honkaku Shochu Hakusui",
"Honshibori Chuhai" |
| 2. Outline of the Tender Offer |
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(1) |
Tender offer period: |
November 17, 2006 to December 18, 2006 (32 days) |
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(2) |
Purchase price: |
¥370 per share (expected aggregate amount: ¥24.79 billion |
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(3) |
Total number of shares planned to be purchased: |
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67,000,000 shares (50.12% of the outstanding shares) |
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(4) |
| Future organizational structure: |
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Mercian will maintain its listing. Subsequent to the tender offer, Mercian will become a consolidated business of Kirin Brewery. Subsequent to the Group's implementation of a pure holding company system in July 2007, Mercian will become a consolidated subsidiary of Kirin Holdings, Co., Ltd. |
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| 3. Contents of the business alliance |
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- to consolidate and integrate Kirin Brewery's wine business into Mercian's wine business
- to consolidate and integrate Mercian's shochu and RTD businesses into Kirin Brewery's businesses
- to efficiently utilize each company's manufacturing and distribution bases and merchandising functions
- to conduct proactive mutual exchanges of personnel and efficient utilization of personnel
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| 4. About the Kirin Group |
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(1) |
Amount of sales: |
¥1,632,249,000,000 (for the fiscal year ended December 31, 2005, consolidated) |
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(2) |
Current term net income: |
¥51,263,000,000 (for the fiscal year ended December 31, 2005, consolidated) |
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(3) |
Amount of share capital: |
¥102,045,000,000 (as of June 30, 2006) |
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(4) |
Number of employees: |
5,192 (group total: 22,089) (as of December 31, 2005) |
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(5) |
Main business: |
Alcoholic beverages business (wine, western liquor, Japanese sake, sweet cooking rice wine, compound sake, refined sake), alcoholic beverages for processing, manufacturing and sales of alcoholic beverages, soft drinks, medical goods, health/functional foods |
This press release has been prepared only for the purpose of informing the public of the Tender Offer and other issues. This has not been prepared for soliciting sales or purchases. When conducting any sales, shareholders should make appropriate judgments after reviewing the tender offer explanatory statement for the Tender Offer prepared by the Company.
Neither this press release (nor any part hereof) constitutes any document to subscribe for, solicit the sales of, or solicit applications for, the purchase of, securities. Neither this press release (nor any part hereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the Tender Offer, rely on this press release at the time of concluding any agreement.
The Tender Offer is not being made, directly or indirectly, in or into, or by the use of the mails of, or any other means or instrumentality of interstate or foreign commerce (including, but not limited to, telephones, telexes, facsimile transmissions, e-mails and Internet communications) of, or of any facility of a national securities exchange of, the United States of America. No person may apply for this Tender Offer by the use of such means or instrumentality or of such facility, or from the United States of America. Accordingly, copies of this release and any related offering documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America. Any purported acceptance of the Tender Offer resulting directly or indirectly from a violation of these restrictions will not be accepted. No securities or other consideration are being solicited in the United States and, if sent in response by a resident of the United States of America or from within the United States of America, such securities or other consideration will not be accepted. No indications of interest in the Tender Offer are sought by this release.
Certain countries, regions and other jurisdictions may impose certain restrictions on the release, issue or distribution of press releases of this nature under their laws and regulations. In such cases, you are required to comply with such laws and regulations in such countries, regions and other jurisdictions in light of such restrictions. In jurisdictions where the implementation of the Tender Offer is illegal, even if you receive this press release, such receipt shall not constitute any solicitation for the application for the purchase or sale of share certificates in relation to this Tender Offer, and this press release shall be deemed as the distribution of information for reference only. |
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