[Translation]
October 16, 2023
To: |
Shareholders of Honda Motor Co., Ltd. |
From: |
Honda Motor Co., Ltd. |
|
1-1, Minami-Aoyama 2-chome
|
|
Minato-ku, Tokyo 107-8556
|
|
Director, President and Representative Executive Officer |
(Amendment) Notice regarding Amendment to
Notice regarding the Commencement of the Tender Offer for Shares of
Yachiyo Industry Co., Ltd. (Securities Code: 7298)
in Accordance with Filing of an Amended Statement in Connection with the Tender Offer Statement
Honda Motor Co., Ltd. (the Tender Offeror) commenced a tender offer (the Tender Offer) on October 5, 2023 under the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended; the FIEA) for the shares of common stock (the Target Company Shares) of Yachiyo Industry Co., Ltd. ((securities code: 7298) listed on the Standard Market of Tokyo
Stock Exchange, Inc.) (the Target Company). Due to SMRC Automotive Holdings Netherlands B.V. (Motherson) obtaining notifications or approvals for business combination to or by the competition authority of China (China
Clearance) on October 13, 2023, some of the matters stated in the tender offer statement concerning the Tender Offer, which was filed on October 5, 2023 (including matters amended by the amended statement in connection with the
tender offer statement filed as of October 11, 2023), require amendments. Thus, the Tender Offeror filed today an amended statement in connection with the tender offer statement with the Director-General of the Kanto Local Finance Bureau
pursuant to Article 27-8, paragraph (2) of the FIEA.
In accordance with the above, the Tender Offeror
hereby announces a partial amendment to the Notice regarding the Commencement of the Tender Offer for Shares of Yachiyo Industry Co., Ltd. (Securities Code: 7298) dated October 4, 2023 (including matters amended by the
(Amendment) Notice regarding Amendment to Notice regarding the Commencement of the Tender Offer for Shares of Yachiyo Industry Co., Ltd. (Securities Code: 7298) in Accordance with Filing of an Amended Statement in Connection with
the Tender Offer Statement as of October 11, 2023).
This amendment does not change the purchase terms as defined in Article 27-3, paragraph
(2), item (i) of the FIEA.
Underlines indicate the amended portions.
1. |
Purpose, etc. of the purchase |
(1) |
Overview of the Tender Offer |
(Before Amendment)
<Omitted>
On September 26, 2023, the Tender Offeror received a notice regarding the Competition Law-related Clearances from Motherson that Motherson completed
obtaining the Brazil Clearance, that it expects to obtain the US Clearance on October 11, 2023 when the statutory waiting period lapses, and that it expects to obtain the China Clearance in the middle of October of the same year. Upon receipt
of the notice, the Tender Offeror determined that the US Clearance and the China Clearance would be obtained during the purchase period of the Target Company Shares in the Tender Offer (the Tender Offer Period), and therefore decided to
waive, among the requirements of the Condition Precedent, obtaining the US Clearance and the China Clearance when commencing the Tender Offer. Thereafter, on October 11, 2023, the Tender Offeror received from Motherson notice that it completed
obtaining the US Clearance as of the same date. The Tender Offeror will make an announcement promptly when Motherson obtains the China Clearance.
<Omitted>
(After Amendment)
<Omitted>
On September 26, 2023, the Tender
Offeror received a notice regarding the Competition Law-related Clearances from Motherson that Motherson completed obtaining the Brazil Clearance, that it expects to obtain the US Clearance on October 11, 2023 when the statutory waiting period
lapses, and that it expects to obtain the China Clearance in the middle of October of the same year. Upon receipt of the notice, the Tender Offeror determined that the US Clearance and the China Clearance would be obtained during the purchase period
of the Target Company Shares in the Tender Offer (the Tender Offer Period), and therefore decided to waive, among the requirements of the Condition Precedent, obtaining the US Clearance and the China Clearance when commencing the Tender
Offer. Thereafter, on October 11, 2023, the Tender Offeror received from Motherson notice that it completed obtaining US Clearance as of the same date. In addition, on October 13, 2023, the Tender Offeror received from Motherson notice
that it completed obtaining China Clearance as of the same date.
<Omitted>
End
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