YAGEO Submitted Responses to Shibaura Electronics’ the List of Questionnaires
2025/03/06YAGEO (TWSE: 2327) has announced that the Board of Directors had approved a tender offer to acquire SHIBAURA ELECTRONICS CO., LTD. (TSE: 6957) (“Shibaura”), a globally recognized leader in NTC (negative temperature coefficient) thermistor manufacturing with strong technological capabilities, on February 5th, 2025.
With regards to this announcement, YAGEO received the questionnaire from Shibaura Electronics dated February 26th, 2025. YAGEO has sincerely reviewed the questionnaire and submitted its responses letter today.
Some questions have been answered to the extent possible within publicly disclosable information. Regarding the significant portion of the answers that are difficult to disclose to the public, YAGEO requests a face-to-face meeting opportunity, which YAGEO has been requesting to Shibaura. YAGEO would be happy to provide supplementary explanations and additional information, while taking appropriate measures as necessary.
YAGEO welcomes any constructive inquiries from your Board of Directors and Special Committee to evaluate YAGEO’s proposal, including the questionnaire. Furthermore, YAGEO is sincerely committed to providing necessary information to Shibaura’s Board of Directors and Special Committee to obtain their support for this Transaction. If Shibaura’s Board of Directors or Special Committee requests direct explanations or discussions through face-to-face explanation or discussions in the future, which is not limited to the contents of the Questionnaire, YAGEO is prepared to visit Japan and to accommodate your request to the fullest extent and promptly as possible.
Please refer to the full response letter for details:
About YAGEO
Founded in 1977 and headquartered in Taiwan, YAGEO is a global service provider of electronic
component solutions, offering a broad selection of passive component technologies from some of the industry’s most recognized brands. Today, YAGEO has consolidated sales of around 4BN USD and employs more than 40,000 individuals around the world. With 61 manufacturing sites located in 35 countries and 20 R&D centers, YAGEO has a leading portfolio of electronic components as well as global production and sales capabilities designed to meet the diverse requirements of customers and a full range of end market segments.
For further information, please contact:
Investor and Public Relations, YAGEO (English and Chinese)
TEL: +886-2-66299999 Ext. 3296
Email: ir@yageo.com
Japanese Media Inquiries (Japanese)
TEL: +81 3 6721-5438
Important Information
This purpose of this press release is to inform the public of the tender offer and has not been prepared for the purpose of soliciting an offer to sell, or making an offer to purchase, any securities. If shareholders wish to make an offer to sell their shares in the tender offer, they should first read the explanation statement for the tender offer and offer their shares or stock options for sale at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any securities, and neither this press release (or a part thereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the tender offer, and this press release may not be relied on at the time of entering into any such agreement.
Although the tender offer will be conducted in accordance with the procedures and information disclosure standards prescribed under Japanese law, those procedures and standards may differ from the procedures and information disclosure standards in the United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and the rules prescribed thereunder, do not apply to the tender offer, and therefore the tender offer does not conform to those procedures and standards.
Unless otherwise specified, all procedures relating to the tender offer shall be conducted entirely in Japanese. While some or all of the documentation relating to the tender offer will be prepared in English or Chinese, if there is any inconsistency between the English or Chinese documentation and the Japanese documentation, the Japanese documentation will prevail.
The offeror, the financial advisors to the offeror, and the tender offer agent (including their respective affiliates) may purchase the target’s shares by means other than the tender offer to the extent permitted by Rule 14e 5(b) of the U.S. Exchange Act, applicable laws and regulations in Japan, and other applicable laws and regulations. Such purchases may be made at the market price through market transactions, or at a price determined by negotiation outside of the market. In the event that information regarding such purchases is disclosed in Japan, such information will also be disclosed in a similar manner in the United States, including on the English website of the person conducting such purchases. |
