1 September 1, 2020 to Whom It May Concern: Keiichi Aida President
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Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation. September 1, 2020 To Whom It May Concern: Listed Company’s Name: Keihin Corporation Representative: Keiichi Aida President and CEO (Code: 7251, TSE 1st Section) Contact: Mitsutoshi Sato, General Manager, Accounting Department (Telephone: 03-3345-3411) Notice of Position Statement regarding the Scheduled Commencement of the Tender Offer by Honda Motor Co., Ltd., an Affiliate, for the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. (Securities Code: 7230) Keihin Corporation (the “Company”) hereby announces that as part of a series of transactions for management integration (the “Integration”; for details, please see the Note below) stated in “Notice of Position Statement regarding the Scheduled Commencement of the Tender Offer by Honda Motor Co., Ltd., an Affiliate, for the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. (Securities Code: 7230)” dated October 30, 2019 (the “October 30 Press Release”) announced by the Company, regarding a tender offer (the “Tender Offer”) for the shares of the Company’s common stock (the “Shares”) commenced by Honda Motor Co., Ltd. (the “Tender Offeror”) pursuant to the basic contract (the “Basic Contract”) entered into among the Company, Hitachi Automotive Systems, Ltd. (“Hitachi Automotive Systems”), Showa Corporation(First Section of the Tokyo Stock Exchange (the “TSE 1st Section”), securities code: 7274, “Showa”), Nissin Kogyo Co., Ltd. (TSE 1st Section, securities code: 7230, “Nissin”; collectively with the Company and Showa, the “Three Target Companies”), Hitachi, Ltd. (TSE 1st Section, securities code: 6501, “Hitachi”) and the Tender Offeror dated October 30, 2019 to make the Company a wholly-owned subsidiary of the Tender Offeror, the Company has resolved once again, at the meeting of the board of directors of the Company held on September 1, 2020, to support the Tender Offer and to recommend to the Company’s shareholders to tender in the Tender Offer. The resolution of the board of directors Company’s referenced above was made on the precondition that (i) the purpose of the Tender Offeror is to make the Company a wholly-owned subsidiary of the Tender Offeror through the Tender Offer and subsequent procedures, (ii) the Shares will be delisted, and (iii) the Integration, including the Absorption-type Merger (defined below) , will be conducted. (Note) The Integration means the management integration, as announced in the October 30 Press Release by the Company and “Notice regarding the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation, and Nissin Kogyo Co., Ltd.” (the “Press Release regarding the Integration”) announced by the Company, Hitachi Automotive Systems, Ltd., Showa Corporation, Nissin Kogyo Co., Ltd., Hitachi, Ltd. and the Tender Offeror dated October 30, 2020, conducted through an absorption-type merger (“Absorption-type Merger”) in which Hitachi Automotive Systems (a wholly-owned subsidiary of Hitachi) will be the surviving company, and the Three Target Companies will be the disappearing companies after the Three Target Companies are made wholly-owned subsidiaries of the Tender Offeror. 1 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation. 1. Overview of the Tender Offeror (1) Name Honda Motor Co., Ltd. (2) Location 2-1-1, Minami-Aoyama, Minato-ku, Tokyo (3) Name and position of representative Takahiro Hachigo, President and Representative Director (4) Business activities Motorcycle business, automobile business, financial business, life creation business, and other business (5) Capital 86,067 million Japanese yen (As of March 31, 2020) (6) Date of establishment September 24, 1948 (7) Major shareholders and percentages of The Master Trust Bank of Japan, Ltd. (Trust Account) 7.75% shares held Japan trustee Services Bank, Ltd. (Trust Account) 6.61% (As of March 31,2020)(Note) SSBTC CLIENT OMNIBUS ACCOUNT (Standing proxy: The Hong Kong and Shanghai 3.36% Banking Corporation Limited) Moxley & Co. LLC 3.12% (Standing proxy: MUFG Bank, Ltd.) Meiji Yasuda Life Insurance Company 2.96% (Standing proxy: Trust & Custody Services Bank, Ltd.) Japan Trustee Services Bank, Ltd. (Trust Account 9) 2.70% Tokio Marine & Nichido Fire Insurance Co., Ltd. 2.05% Japan Trustee Services Bank, Ltd. (Trust Account 5) 1.86% JP Morgan Chase Bank 385151 1.75% (Standing proxy: Mizuho Bank, Ltd.) Nippon Life Insurance Company (Standing proxy: The Master Trust Bank of Japan 1.66% Trustee Services Bank, Ltd.) (8) Relationships between the Company and the Tender Offeror Capital relationships As of today, the Tender Offeror owns 30,581,115 shares (ownership ratio 41.33%) of the Shares Personnel relationships 13 employees of the Tender Offeror, have been on loan to the Company. Trading relationships The Company sells automobile-parts to the Tender Offeror. Related party information The Company is a Tender Offeror equity-method affiliate, and the Tender Offeror is a related party of the Company. Note: The Securities Report for the 96th Fiscal Year submitted on June 19, 2020 by the Tender Offeror was referred. 2. Tender Offer Price 2,600 JPY per common share (“Tender Offer Price”) 3. Position regarding the Tender Offer, and Basis and Reasons thereof 2 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation. (1) Details of Opinion Based on basis and reasons set forth in “(2) Basis and Reasons of Opinion” below, the Company has resolved, at the meeting of the board of directors held on October 30, 2019, to support the Tender Offer when the Tender Offer commences, and to recommend to the Company’s shareholders to tender in the Tender Offer, as the Company’s current opinion as of the above date regarding the Tender Offer. According to “Notice of the Commencement of the Tender Offer to Make Keihin Corporation (Securities Code: 7251) a Wholly-owned Company of Honda Motor Co., Ltd. in connection with the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. (Securities Code: 7230)” dated September 1, 2020 announced by the Tender Offeror, the Tender Offeror had resolved at the meeting of the board of its directors held on October 30, 2019, to conduct the Tender Offer after satisfaction of certain conditions precedent such as (I) obtaining permits and licenses, etc. from the respective countries’ relevant authorities including notifications or approvals for business combination to or by the respective countries’ competition authorities and (II) the Company having resolved to support the Tender Offer and to recommend to its shareholders to tender in the Tender Offer, having published the resolution, and not having changed the resolution or passed a contradictory resolution by its board of directors during the period from the Basic Contract Conclusion Date (defined in “(1) Agreement between the Tender Offeror and the Company or its Officers, and the Details Thereof” of “10. Others” below) to the date on which the Tender Offeror decides to commence the Tender Offer (the “Tender Offer Commencement Determination Date”) pursuant to the Basic Contract (for details, please see “(1) Agreement between the Tender Offeror and the Company or its Officers, and the Details Thereof” of “10. Others” below; the “Conditions Precedent”) to obtain all of the Shares (excluding the Shared owned by the Tender Offeror and the treasury shares owned by the Company; the same applies hereinafter) and make the Company a wholly-owned subsidiary of the Tender Offeror, as part of transactions for the Integration. On the other hand, the Company, at the meeting of the board of directors held on October 30, 2019 had resolved to: (i) request the Special Committee (defined in “(III) Independent special committee established by the Company” in “(6) Measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest, and measures to ensure the fairness of the Tender Offer”; please see the same subsection for the details of the Special Committee) to examine whether there are any changes in the opinions expressed by the Special Committee upon the commencement of the Tender Offer to the board of directors as of October 30, 2020, and, if there are no changes, to notify the board of directors of such, and, if there are any changes, to state its opinion after the changes, and, (ii) to express an opinion regarding the