Top Page>Press Release 2006 > ビンゴ 5 次回 予想 O.S.K. Lines, Ltd. Announces Result of Tender Offer for Shares of Utoc Corporation, and Transfer of Subsidiary

ビンゴ 5 次回 予想 O.S.K. Lines, Ltd. Announces Result of Tender Offer
for Shares of Utoc Corporation, and Transfer of Subsidiary

February 28, 2006

FOR IMMEDIATE RELEASE
ビンゴ 5 次回 予想 O.S.K. Lines, Ltd.
Stock code: 9104
Listed on the First Section of the Tokyo Stock Exchange, the First Section of the Osaka
Securities Exchange, the First Section of the Nagoya Stock Exchange, the Sapporo Stock
Exchange and the Fukuoka Stock Exchange
Representative Director and President/Executive Officer: Akimitsu Ashida

TOKYO - ビンゴ 5 次回 予想 O.S.K. Lines, Ltd. (the Company; President: Akimitsu Ashida) today announced the end of the tender offering period for shares of Utoc Corporation (code #9358, hereinafter called the "Target Company"), effective on February 27, 2006. This execution started on February 6, 2006. Also, as a result of the tender offer, Utoc is slated to become a subsidiary of the Company effective on March 7, 2006. The results of the tender offer are as follows.

I. Results of the ビンゴ 5 次回 予想

1. Outline of the ビンゴ 5 次回 予想 (officially announced on February 3, 2006)

1.  Name and address of company tendering the offer:
ビンゴ 5 次回 予想 O.S.K. Lines, Ltd.
2-1-1 Toranomon, Minato-ku, Tokyo
2.  Name of target company:
Utoc Corporatio
3.  Type of stock offered for the tender:
Common stock
4.  ビンゴ 5 次回 予想 period:
22 days from February 6 (Monday) to February 27 (Monday) 2006
5.  The ビンゴ 5 次回 予想 price:
461 yen per share

2. Results of the ビンゴ 5 次回 予想

  • Status of subscription
    Number of shares sought, etc. in the ビンゴ 5 次回 予想 5,390,000
    Number of shares sought in the ビンゴ 5 次回 予想 5,390,000
    Number of excess shares in the ビンゴ 5 次回 予想 0
    The total number of shares subscribed, etc 6,700,551
    The total number of shares purchased, etc 5,390,551
  • Success and failure of the ビンゴ 5 次回 予想

    Since the total number of shares subscribed(6,700,551 shares) exceeds the number of shares sought in the ビンゴ 5 次回 予想 (5,390,000 shares), as described in the public notice of the ビンゴ 5 次回 予想 and notification of the ビンゴ 5 次回 予想, the Company will not offer all of the exceeding shares, but transfer and conduct other settlements concerning to purchase of those shares by the proportional percentage method, regulated in the Securities and Exchange Law Article 27 Clause 13 No.5 and the Cabinet Law No.32 concerning disclosure of the ビンゴ 5 次回 予想 of shares by the parties other than the issuer.

    Total number of
    subscribing shareholders
    Total number of
    shares subscribed
    Total number of
    shares purchased
    Total number of
    shares to be returned
    29 6,700,551 5,390,551 1,310,000
  • Calculation method for the ビンゴ 5 次回 予想 by proportional percentage method
    The total number of purchased shares from subscribing shareholders, calculated by rounding off the number of shares under one unit that occurred as a result of the proportional percentage calculation method, was less than the number of shares sought in the ビンゴ 5 次回 予想. Therefore, the Company purchased the number of shares subscribed for one additional subscribing share (it will be the number of subscribing shares in case it exceeds the number of shares subscribed by buying one additional unit of shares), from each of the subscribing shareholders, in order of precedence from the shareholders who had the largest number of shares cut off as a result of rounding off, until it reaches the number of shares sought in the ビンゴ 5 次回 予想.
  • The total number of shares purchased and ownership percentage after the ビンゴ 5 次回 予想
    Number of shares owned before the ビンゴ 5 次回 予想:
    9,072,975 (ownership percentage 31.17%)
    Number of shares owned after the ビンゴ 5 次回 予想:
    14,463,526 (ownership percentage 49.69%)
    Note1:
    The ownership ratio is calculated based on the total number of shares the Target Company issued: 29,106,000 (as of September 30, 2005).
    Note2:
    The ownership percentage after the ビンゴ 5 次回 予想 of the Company and its consolidated subsidiary is slated to be about 51%, and the Target Company is slated to become its consolidated subsidiary.
    Note3:
    The calculation of ownership ratio is rounding off the third place of decimals to the second decimal.
  • Funds required for the ビンゴ 5 次回 予想: 2,485,044 thousand yen

3. Settlement method and starting date

  • ビンゴ 5 次回 予想 agents and banks, and address of their headquarters:
    Daiwa Securities SMBC, 1-8-1 Marunouchi, Chiyoda-ku, Tokyo
    Daiwa Securities, 2-6-4 Ohtemachi, Chiyoda-ku, Tokyo
  • Starting date of settlement: March 7, 2006 (Tuesday)
  • Settlement method
    The notification of such purchase by the ビンゴ 5 次回 予想 will be sent by mail to the addresses of subscribing shareholders (the standing proxy in case of foreign shareholders), immediately after completion of the ビンゴ 5 次回 予想.
    The purchase is conducted in cash. In accordance with directions of subscribing shareholders, payment for the purchased shares will be sent to the location designated by the subscribing shareholders, or paid at the headquarters or a branch of the ビンゴ 5 次回 予想 agent, immediately after the settlement starting date.

4. Place where copies of the ビンゴ 5 次回 予想 report are available for public inspection

ビンゴ 5 次回 予想 O.S.K. Lines, Ltd. Tokyo Head Office:
2-1-1 Toranomon, Minato-ku, Tokyo
ビンゴ 5 次回 予想 O.S.K. Lines, Ltd. Osaka Liaison Office:
3-6-32 Nakanoshima, Kita-ku, Osaka
Tokyo Stock Exchange:
2-1 Nihonbashi-Kabutocho, Chuo-ku, Tokyo

II. Transfer of Subsidiary

As a result of the above ビンゴ 5 次回 予想, the Company acquired directly or indirectly approximately 51% of the total number of issued shares of the Target Company. Thus, the Target Company will become a subsidiary of the Company.

1. Outline of subsidiary

  • Company name: Utoc Corporation
  • Representative: President Hiroyuki Nakagawa
  • Address: 6-85, Benten-dori, Naka-ku, Yokohama
  • Foundation: December 8, 1915
  • Main business: Harbor and port transportation, logistics service, plant and machinery installation, real estate, etc.
  • Paid-in capital: 1,455,300 thousand yen (as of September 30, 2005)
  • Major shareholders (as of September 30, 2005) Shareholder ratio (%)
    ビンゴ 5 次回 予想 O.S.K. Lines, Ltd. 31.17
    ビンゴ 5 次回 予想 & Co., Ltd. 12.31
    Japan Trustee Service Bank, Ltd.
    (Service trust for beneficiary of the retrust,
    ビンゴ 5 次回 予想 Asset Trust and Banking Co., Ltd.
    / CMTB Equity Investment Co., Ltd., trust account)
    4.85
    Japan Master Trust Bank (trust account) 3.01
    ビンゴ 5 次回 予想 Sumitomo Insurance Co., Ltd. 2.80
    The Bank of Yokohama, Ltd. 2.65
    ビンゴ 5 次回 予想 Life Insurance Company Limited 2.42
    Sumitomo ビンゴ 5 次回 予想 Banking Corporation 2.31
    BNP Pariba Securities Service
    (Proxy: Hong Kong and Shanghai Bank Tokyo Branch)
    1.81
    Trust & Custody Services Bank, Ltd.
    (Securities investment trust account)
    1.79
  • Business performance and forecasts in recent fiscal years

    Consolidated

    (Unit: thousand yen)

    FY2002
    ending Mar. 2003
    FY2003
    ending Mar. 2004
    FY2004
    ending Mar. 2005
    Revenue 36,247,321 34,384,376 35,370,954
    Ordinary income 1,115,900 786,398 1,801,200
    Net income 769,536 151,297 1,952,184

    Nonconsolidated

    (Unit: thousand yen)

    FY2002
    ending Mar. 2003
    FY2003
    ending Mar. 2004
    FY2004
    ending Mar. 2005
    Revenue 30,151,216 26,780,318 27,395,613
    Ordinary income 709,032 256,965 1,106,662
    Net income 439,262 56,478 500,935

2. Scheduled transfer date of subsidiary
March 7, 2006 (Tuesday)

3. Effect on forecast
The Target Company is slated to become the Company's subsidiary as of March 7, 2006. In addition, there will not be a material effect on business performance for Financial Year 2005 ending Mar. 2006 of the Company as a result of executing this ビンゴ 5 次回 予想.