공지 • Oct 12
DigitalBridge Group, Inc. (NYSE:DBRG) completed the acquisition of 75.62% stake in JTOWER Inc. (TSE:4485) from Tanaka, Nippon Telegraph and Telephone Corporation (TSE:9432), NTT DOCOMO, INC. and KDDI Corporation (TSE:9433) and others for JPY 69.9 billion.
DigitalBridge Group, Inc. (NYSE:DBRG) submitted a non-legally binding letter of intent to acquire 81.82% stake in JTOWER Inc. (TSE:4485) from Tanaka, Nippon Telegraph and Telephone Corporation (TSE:9432), NTT DOCOMO, INC. and KDDI Corporation (TSE:9433) and others for ¥75.7 billion on July 8, 2024. DigitalBridge submitted a non-legally binding letter of intent on July 8, 2024 regarding the intention of the Tender Offeror to take the Company private, In the Partner Proposal, DigitalBridge proposed a purchase price of ¥3,500 per Company Share, Subsequently, on July 9, 2024, DigitalBridge received a request from the Company to consider increasing the Tender Offer Price from the perspective of giving sufficient consideration to the benefit of the minority shareholders of the Company, following this, on July 18, 2024, DigitalBridge received a written request from the Special Committee requesting a review of the Tender Offer Price and clarification of the policies concerning future involvement by the current management team of the Company, from the perspective of giving sufficient consideration to the benefit of the minority shareholders of the Company, given that the Tender Offer Price in the Second Partner Proposal was lower than the price level anticipated by the Special Committee, However, based on the circumstance that the best proposal from DigitalBridge would not necessarily conform with the fair price level expected by the Special Committee, DigitalBridge decided to increase the Tender Offer Price to ¥3,550 per Company Share, and on July 29, 2024, Subsequently, on July 30, 2024, DigitalBridge received a verbal request from the Special Committee to increase the Tender Offer Price to the level of ¥3,600 per Company Share from the perspective of giving sufficient consideration to the benefit of the minority shareholders of the Company. DigitalBridge took the request from the Special Committee on further increasing the Tender Offer Price sincerely, and on July 31, 2024, DigitalBridge decided to increase the Tender Offer Price to 3,600 Japanese yen per Company Share on the condition that DigitalBridge would be granted status as the preferred bidder in the process, and DigitalBridge submitted a proposal setting the Tender Offer Price at ¥3,600 per Company Share. In addition, DigitalBridge offered to enter into a tender agreement with Tanaka in mid-July, 2024, initiated discussions to enter into such agreement, communicated that the Tender Offer Price would be ¥3,600 on August 6, 2024, . In mid-July 2024, DigitalBridge also offered to enter into the Non-Tender Agreement with Mr. Tanaka et al, initiated discussions to enter into such agreement, communicated that the Tender Offer Price would be ¥3,600 on August 6, 2024, and entered into the Non-Tender Agreement on August 14, 2024. The Tender Offeror procures the funds required to settle the Tender Offer with the funds raised through the cash contribution from DB. Minimum tender of shares would be 12,477,600 shares, Shareholding ratio: 48.49%, The Tender Offeror implements the procedures for obtaining review and clearance under the Foreign Exchange and Foreign Trade Act necessary for the implementation of the Tender Offer. The Special Committee, based on the above process and considering the advice received from AMT, carefully discussed and deliberated on the Consulted Issues, and as a result, on August 13, 2024, the Special Committee submitted a report to the Company’s board of directors, with the unanimous approval of all committee members.
The Special Committee appointed CPA Partners as its own financial advisor and third-party calculation agent independent of the Partner Candidates, Nomura Securities acted as financial advisor and Anderson Mori & Tomotsune acted as legal advisor to Company.
DigitalBridge Group, Inc. (NYSE:DBRG) completed the acquisition of 75.62% stake in JTOWER Inc. (TSE:4485) from Tanaka, Nippon Telegraph and Telephone Corporation (TSE:9432), NTT DOCOMO, INC. and KDDI Corporation (TSE:9433) and others on October 10, 2024.