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NTT DoCoMo, Inc. and its Regional Subsidiaries Sign Share Exchange Agreements
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NTT DoCoMo, Inc. (hereinafter referred to as "DoCoMo") announced today that it signed share exchange agreements, dated August 20, 2002, with NTT DoCoMo Hokkaido, Inc., NTT DoCoMo Tohoku, Inc., NTT DoCoMo Tokai, Inc., NTT DoCoMo Hokuriku, Inc., NTT DoCoMo Kansai, Inc., NTT DoCoMo Chugoku, Inc., NTT DoCoMo Shikoku, Inc. and NTT DoCoMo Kyushu, Inc. (collectively, the "Regional Subsidiaries") to acquire all of the outstanding shares of the Regional Subsidiaries, following its Board of the Directors' approval of the share exchange agreements on the same day.
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DoCoMo previously announced that it had entered into memoranda of understanding, dated May 8, 2002, with the Regional Subsidiaries which provided that the Regional Subsidiaries would become wholly-owned subsidiaries of DoCoMo by way of share exchanges.
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I. Share Exchanges Agreement
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(1) |
Schedule of Share Exchanges
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| August 20, 2002 |
Board meetings to approve the share exchange agreements |
| August 20, 2002 |
Conclusion of share exchange agreements |
| September 5, 2002 |
Shareholders' meetings to approve the share exchange agreements (Regional Subsidiaries)* |
| October 31, 2002 |
Last day of submission period of share certificates (Regional Subsidiaries) |
| November 1, 2002 |
Effective date of share exchanges |
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| * |
DoCoMo shall perform the share exchanges with each of the Regional Subsidiaries without the approval of a shareholders' meeting of DoCoMo pursuant to the provisions of Paragraph 1 of Article 358 of the Commercial Code of Japan.
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(2) |
Share Exchange Ratios
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| Company |
Share Exchange Ratio |
| NTT DoCoMo, Inc. |
1 |
| NTT DoCoMo Hokkaido, Inc. |
16.51 |
| NTT DoCoMo Tohoku, Inc. |
37.02 |
| NTT DoCoMo Tokai, Inc. |
27.80 |
| NTT DoCoMo Hokuriku, Inc. |
19.44 |
| NTT DoCoMo Kansai, Inc. |
33.53 |
| NTT DoCoMo Chugoku, Inc. |
26.71 |
| NTT DoCoMo Shikoku, Inc. |
19.12 |
| NTT DoCoMo Kyushu, Inc. |
47.72 |
| Note 1. |
Share exchange ratios
DoCoMo's shares of common stock will be allotted to the shareholders of each of the Regional Subsidiaries at the rate of the share exchange ratio described in the above column for each one share of common stock of each of the Regional Subsidiaries, respectively. However, DoCoMo's shares will not be allotted to the shares of the Regional Subsidiaries held by DoCoMo itself.
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| Note 2. |
Bases for the calculation of the share exchange ratios
DoCoMo retained Morgan Stanley Japan Limited ("Morgan Stanley") and the Regional Subsidiaries retained Global Corporate Advisory K.K. ("GCA") for advice on the valuation method for the share exchange ratio and other related matters.
In connection with analyzing the fair values of DoCoMo and the Regional Subsidiaries, respectively, Morgan Stanley performed Discounted Cash Flow Analysis, Comparable Company Analysis and Comparative Stock Price Performance Analysis. In arriving at its opinion regarding the fairness for each of the share exchange ratios, Morgan Stanley considered the results of all of its analyses.
GCA performed Discounted Cash Flow Analysis and Comparative Stock Price Performance Analysis in evaluating DoCoMo's corporate value and Discounted Cash Flow Analysis and Comparable Company Analysis in evaluating the Regional Subsidiaries' corporate values, respectively. In arriving at its opinion regarding the fairness for each of the share exchange ratios, GCA considered the results of all of its analyses.
Based on such advice and other relevant matters, DoCoMo and the Regional Subsidiaries negotiated and came to agreements regarding the above-mentioned share exchange ratios.
DoCoMo and the Regional Subsidiaries were given the opinion from Morgan Stanley and GCA, respectively, that, from a financial standpoint, each of the stock exchange ratios agreed upon is fair.
In the event of any material changes in the facts and assumptions underlying the share exchange ratios, the above-mentioned share exchange ratios may be adjusted by mutual consultation among the parties.
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| Note 3. |
Number of shares to be transferred to the shareholders of Regional Subsidiaries upon the share exchange:
860,440.53 shares of common stock of DoCoMo.
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(3) |
Stated Capital
There was no increase in stated capital and statutory reserve, since DoCoMo repurchased some of its shares in order to transfer them to the shareholders of the Regional Subsidiaries in lieu of issuing new shares.
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(4) |
Shareholders' meetings to approve the share exchange agreements
Each Regional Subsidiary will independently refer its share exchange agreement to its own shareholders' meeting for approval. Each of the share exchange agreements is legally independent from each other and is not subject to the approval of the shareholders of the other Regional Subsidiaries.
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