Announcement Concerning Commencement of Tender Offer for Share Certificates, etc. of SBI Mortgage Co., Ltd.
CSM Holdings Co., Ltd. (the “Tender Offeror”), an investment vehicle of The Carlyle Group, hereby announces that it decided to conduct (i) a tender offer in Japan (the “Tender Offer in Japan”) for the common shares (the “Common Shares”) of SBI Mortgage Co., Ltd. (the “Target Company”) and the Korean depository receipts (the “KDR,” Code No. 950100) issued by the Korea Securities Depository in the Republic of Korea (“Korea”) representing the Common Shares traded on the Korea Exchange stock market (KOSPI), and (ii) concurrently with the Tender Offer in Japan, a tender offer in Korea (the “Tender Offer in Korea,” and together with the Tender Offer in Japan, the “Tender Offer”) for the KDR, an outline of which is as stated below.
According to the press release of the Target Company dated June 30, 2014, “Announcement Concerning Statement of Opinion on the Tender Offer for the Share Certificates, etc. of the Company by CSM Holdings Co., Ltd.,” the Target Company resolved, at the meeting of its board of directors held on June 27, 2014, to issue an opinion in favor of the Tender Offer, and to recommend that the holders of the Common Shares or the KDR tender their Common Shares or KDR in the Tender Offer.
(Note 1) As it is difficult for the Tender Offeror to purchase the KDR in the Tender Offer in Japan due to the applicable laws and regulations in Korea, only the tenders of the Common Shares will be accepted and the tenders of the KDR will not be accepted in the Tender Offer in Japan.
(Note 2) As it is difficult to conduct the settlement of the Tender Offer in Japan in South Korean Won, the payment for the Common Shares tendered in the Tender Offer in Japan will be made in Japanese Yen, in an equivalent amount to the tender offer price in South Korean Won.
(Note 3) The maximum number is calculated by subtracting 16,777,090 shares, which is the number that has been agreed to be tendered in the Tender Offer in Japan, from the total number of outstanding Common Shares of the Target Company (23,741,000 shares).
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About The Carlyle Group The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $199 billion of assets under management across 120 funds and 133 fund of funds vehicles as of March 31, 2014. Carlyle's purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,600 people in 38 offices across six continents.
About SBI Mortgage SBI Mortgage is a Japanese mortgage bank engaged in the origination, servicing and securitization of mortgage loans. Since its inception, SBI Mortgage has been focused on providing long-term fixed-rate mortgage loans to new customers and increasing origination volume. It achieved the No.1 market share in "FLAT35" (the representative long-term fixed-rate mortgage loan product in Japan) for the fourth consecutive year (as of fiscal year ending March 2014), leveraging its industry low interest rates and sophisticated system infrastructure. Since February 2007, SBI Mortgage has been expanding its franchise store network to enhance consulting services for its customers. SBI Mortgage’s cumulative loan origination volume increased from over JPY300 billion in April 2007 to over JPY900 billion in March 2011, and further to over JPY2 trillion in May 2013, supported by the strong origination capability of more than 170 stores across the nation.