[Translation]

November 30, 2021

To whom it may concern:

Company Name:

DAIBIRU CORPORATION

Name of Representative: Toshiyuki Sonobe

Representative Director,

President

Chief Executive Officer

(Securities Code: 8806, the First

Section of the Tokyo Stock

Exchange)

Contact:

Hidekazu Taga, Executive Officer,

General Manager of

Corporate

Planning Department

(Tel: 06-6441-1937)

Announcement of Opinion Supporting Tender Offer for Shares in the Company by Mitsui O.S.K. Lines, Ltd., the Controlling Shareholder, and Recommendation for our Shareholders to Tender their Shares in Tender Offer

DAIBIRU CORPORATION (the "Company") hereby announces as follows that it decided at its board of directors meeting held today to express its opinion supporting the tender offer (the "Tender Offer") for the common stock in the Company (the "Company Shares") by Mitsui O.S.K. Lines, Ltd. (the "Tender Offeror"), which is a controlling shareholder (parent company) of the Company, and to recommend that its shareholders tender their shares in the Tender Offer.

The above resolution of the Company's board of directors meeting was made on the premise that the Tender Offeror intends to make the Company a wholly-owned subsidiary of the Tender Offeror and that the Company Shares will be delisted through the Tender Offer and procedures to be taken thereafter (collectively, the "Transactions").

1. Outline of the Tender Offeror

(1)

Name

Mitsui O.S.K. Lines, Ltd.

(2)

Location

1-1, Toranomon 2-chome,Minato-ku, Tokyo

(3) Title and name of

Takeshi Hashimoto, Representative Director, President Chief

representative

Executive Officer

Shipping business through which the Tender Offeror transports cargo

on a global scale with irregular ships, various specialized ships,

(4)

Type of business

tankers, LNG carriers, and containerships and collects fare, ship lease,

operation fee, and the like, offshore business, warehouse business, and

the real estate leasing business

(5)

Stated capital

65,400 million yen

(6)

Date of

December 28, 1942

incorporation

The Master Trust Bank of Japan, Ltd. (Trust Account)

14.93%

Custody Bank of Japan, Ltd. (Trust Account)

7.74%

Sumitomo Mitsui Banking Corporation

2.50%

Mitsui Sumitomo Insurance Company, Limited

2.35%

MSIP CLIENT SECURITIES

Principal

(Standing proxy: Mitsubishi UFJ Morgan Stanley

1.61%

Securities Co., Ltd.)

shareholders and

(7)

shareholding ratios

Sumitomo Mitsui Trust Bank, Limited

1.24%

(As of September

THE BANK OF NEW YORK MELLON 140044

30, 2021)

1.18%

(Standing proxy: Mizuho Bank, Ltd., Settlement &

Clearing Services Department)

Mizuho Bank, Ltd.

1.17%

JAPAN SECURITIES FINANCE CO., LTD.

1.08%

Goldman Sachs Japan Co., Ltd. BNYM

1.04%

(8) Relationship between the Company and the Tender Offeror

Capital relationship

As of the date hereof, the Tender Offeror owns 59,527,766 shares

(ownership ratio (Note 1): 51.91%) of the Company Shares, and the

Company is a consolidated subsidiary of the Tender Offeror.

Personnel

As of the date hereof, out of six directors of the Company, Mr.

relationship

Toshiyuki Sonobe, Mr. Takashi Maruyama, and Mr. Takehiko Ota

formerly worked for the Tender Offeror. In addition, out of three

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corporate auditors of the Company, Mr. Hideo Horiguchi formerly

worked for the Tender Offeror.

In addition to the foregoing, as of the date hereof, one employee of the

Tender Offeror has been seconded to the Company, and one employee

of the Company has been seconded to the Tender Offeror.

Business

The Company Group (Note 2) leases the buildings owned by the

relationship

Company to the Tender Offeror Group (Note 3).

Status as a related

The Tender Offeror is a parent company of the Company; therefore,

the Tender Offeror and the Company constitute related parties with

party

respect to each other.

Note 1: "Ownership ratio" means the percentage (rounded up or down to the nearest two decimal places; the same applies to statements regarding ownership ratios below unless otherwise stipulated) of the difference (114,683,767 shares) of the total number of issued shares of the Company as of September 30, 2021 (115,051,049 shares) stated in the "Q2 Report for the 150th fiscal year" filed by the Company on November 12, 2021 (the "Company' s Quarterly Report") less the number of treasury shares held by the Company as of that date (367,282 shares).

Note 2: "The Company Group" collectively refers to the Company and its consolidated affiliates. The same applies below. As of September 30, 2021, the Company Group consists of 15 consolidated affiliates (all of which are consolidated subsidiaries).

Note 3: "The Tender Offeror Group" collectively refers to the Tender Offeror and its consolidated affiliates. The same applies below. As of September 30, 2021, the Tender Offeror Group consists of the Tender Offeror and 481 consolidated affiliates (including the Company, 369 consolidated subsidiaries and 112 equity-method affiliates) of the Tender Offeror.

  1. Price of Tender Offer
    2,200 yen per share of common stock of the Company (the "Tender Offer Price")
  2. Details of and Grounds and Reasons for the Opinion on the Tender Offer
  1. Details of Opinion
    The Company decided at its board of directors meeting held today to express its opinion supporting the Tender Offer and to recommend that its shareholders tender their shares in the Tender Offer pursuant to the grounds and reasons stated in "(2) Grounds and Reasons for the Opinion on the Tender Offer" below.
    The resolution at the board of directors meeting above was made in accordance with the method stated in "(H) Approval of All Disinterested Directors of the Company and Opinion of All Disinterested Corporate Auditors that They Had No Objection at the Company" in

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"(6) Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest" below.

  1. Grounds and Reasons for the Opinion on the Tender Offer

The statements regarding the Tender Offeror in this paragraph are based on explanations by the Tender Offeror.

  1. Outline of the Tender Offer
    As of today, the Tender Offeror holds 59,527,766 shares (ownership ratio: 51.91%) of the Company Shares that are listed on the First Section of the Tokyo Stock Exchange, Inc. (the "TSE") and the Company is a consolidated subsidiary of the Tender Offeror.
    The Tender Offeror decided at its board of directors meeting held on November 30, 2021 to implement the Tender Offer as part of the Transactions by acquiring all of the Company Shares (excluding the Company Shares held by the Tender Offeror or treasury shares held by the Company; the same applies below).
    Since the Tender Offeror intends to make the Company a wholly-owned subsidiary of the Tender Offeror, the Tender Offeror has set the minimum number of shares to be purchased in the Tender Offer at 16,928,034 shares (ownership ratio:14.76%), and if the total number of Share Certificates, Etc. tendered in the Tender Offer (the "Tendered Share Certificates, Etc.") is less than the minimum number of shares to be purchased, the Tender Offeror will not conduct the purchase, etc. of any of the Tendered Share Certificates, Etc. On the other hand, the Tender Offeror has not set a maximum number of shares to be purchased in the Tender Offer, and if the total number of Tendered Share Certificates, Etc. is equal to or greater than the minimum number of shares to be purchased, the Tender Offeror shall conduct the purchase, etc. of all of the Tendered Share Certificates, Etc.
    In order to steadily implement the Transactions, the minimum number of shares to be purchased (16,928,034 shares) is set so that the Tender Offeror would hold two-thirds of the number of voting rights of all the shareholders of the Company after the successful completion of the Tender Offer because the Tender Offeror intends to make the Company a wholly-owned subsidiary, and the implementation of procedures of the share consolidation (the "Share Consolidation") of the Company Shares pursuant to Article 180 of the Companies Act necessary to make the Company a wholly-owned subsidiary as stated in "(B) Share Consolidation" in "(5) Policy for Organizational Restructuring, Etc. after the Tender Offer (Matters relating to the "Two-Step Acquisition")" below requires the special resolution at a shareholders' meeting prescribed in Article 309, Paragraph (2) of the Companies Act. The minimum number of shares to be purchased (16,928,034 shares) is the number of shares calculated by multiplying (i) the number of voting rights (764,558 voting rights) equivalent to two-thirds of the number of voting rights (1,146,837 voting rights) represented by the number of shares (114,683,767 shares) equal to the total number of issued shares of the Company as of September 30, 2021 (115,051,049 shares) stated in the Company's Quarterly Report, minus the number of treasury shares held by the Company as of that date (367,282 shares), by (ii) one unit of the Company Shares (100 shares) (76,455,800 shares), then subtracting the number of the Company Shares held by the Tender Offeror (59,527,766 shares). Since the Tender Offer Price is the share price of the Company to which enough premium is added as stated in "(i) Background, Purpose, and Decision-Making Process with respect to the Tender Offeror Deciding to Conduct the

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Tender Offer" in "(B) Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer, and Management Policy After the Tender Offer" below, the Tender Offeror judges that the shares that exceeds the minimum number of shares to be purchased (16,928,034 shares) will be deemed to be tendered in the Tender Offer and does not execute an agreement on tendering the shares in the Tender Offer between particular shareholders upon conducting the Tender Offer.

Since the Tender Offeror intends to make the Company a wholly-owned subsidiary of the Tender Offeror, if the Tender Offeror is unable to acquire all of the Company Shares through the Tender Offer, the Tender Offeror intends to acquire all of the Company Shares by implementing the series of procedures (the "Squeeze-OutProcedures") stated in "(5) Policy for Organizational Restructuring, Etc. after the Tender Offer (Matters relating to the "Two-Step Acquisition")" below to become the sole shareholder of the Company.

If the Tender Offer is successfully completed, the Tender Offeror plans to cover funds required for the settlement pertaining to the Tender Offer by the Business Day immediately preceding the commencement date of that settlement by borrowing funds up to 123 billion yen from Sumitomo Mitsui Banking Corporation. No collateral will be provided with respect to that borrowing.

  1. Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer, and Management Policy After the Tender Offer
  1. Background, Purpose, and Decision-Making Process with respect to the Tender Offeror Deciding to Conduct the Tender Offer

The Tender Offeror was formed under its current trade name in April 1999, through the merger of Navix Line, Ltd. and Mitsui O.S.K. Lines, Ltd. the latter of which was formed by the merger of Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. in April 1964. Osaka Shosen Kaisha was a shipowner and liner service operator (see Note 1) founded in May 1884 with a capital stock of 1.2 million yen through a large-scale merger of shipowners based in the Kansai region. Mitsui Steamship Co., Ltd. originated as the shipping department of MITSUI & CO., LTD., which had operated shipping business in the late 19th Century; the shipping department was spun off into an independent corporation on December 28, 1942, with a capital stock of 50 million yen. Due to the Second World War, both Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. lost the bulk of their ships and the right to do shipping business on their own account, but after the shipping industry was re-privatized in April 1950, due to their efforts to regain their shipping rights and rebuild their fleets, they were able to restore their main prewar routes by the early 1950s. Following the merger of Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. in April 1964 described above, the new entity (named Mitsui O.S.K. Lines, Ltd.) strove to expand and diversify its business in response to the development of Japanese trade and the growing variety of shipping methods and cargoes.

Osaka Shosen Kaisha listed on the Osaka Stock Exchange in June 1884, and Mitsui Steamship Co., Ltd. listed on the Tokyo, Osaka, and Nagoya stock exchanges in May 1949, and on all of the Japanese stock exchanges in 1964. The Tender Offeror delisted from the Sapporo Stock Exchange in November 2007, from the Fukuoka Stock Exchange in May 2013, from the First Section of the Osaka Stock Exchange ("OSE") in July 2013, and from

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Daibiru Corporation published this content on 01 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2021 02:00:08 UTC.