Tags: acquisitions, advisory business, aetos, asset management products, business arm, business strategy, consortium, development business, estate asset, financial business, goldman sachs, goldman sachs group, inception, investment advisors, japan ltd, nikko, propo, real estate asset management, real estate investment, tender offer,
October 5, 2007
Nikko Cordial Corporation
Acceptance of Tender Offer for Simplex Investment Advisors Shares
We hereby announce that Nikko Cordial Corporation ("the company") has decided to accept the tender
offer scheduled to be launched for the shares of Simplex Investment Advisors (SIA) under certain
conditions.
1. Background and reasons for subscription
The company has been notified by Komei, a joint company which Goldman Sachs Realty Japan, Ltd., an
entity of Goldman Sachs group and Aetos Japan Acquisitions, LLC, an entity of Aetos group ( "the
consortium") indirectly owns a 50% stake each, on its intention to launch a tender offer for SIA shares
(scheduled announcement date: Oct.12, 2007; "tender offer"). To that end, the company, upon reviewing
the details of the tender offer, has decided to tender all of the SIA shares owned by the group, provided that
the tender offer is virtually launched in accordance with the conditions announced by the tender offerer
today and that no material event that would impact the sale of SIA shares by the group is confirmed.
The company, hitherto, has positioned SIA as the company's main real estate investment advisory business
arm and since SIA's inception in June 2002, has continued to provide, in cooperation with SIA, stable and
attractive real estate asset management products to investors.
Under the changing environment of the real estate market as well as competitors, SIA's management
perceives that it is absolutely necessary in terms of business strategy, to strengthen its real estate investment
advisory and real estate development activities. The company, based on the understanding that a distinction
shall be drawn between the real estate development business and its core financial business, reviewed the
proposal from the tender offerer, and has concluded that the proposal is meaningful to the future growth
strategy envisioned by both managements. In addition, given that SIA has expressed its support opinion for
the tender offer, the company has decided to tender all SIA shares held by the group in the tender offer,
provided that the above conditions are fulfilled.
The TOB shall in no way affect the management of the real estate asset management products formulated
by SIA. Further, the group is committed to continue providing proposals on timely and optimal diversified
investment opportunities, including real estate asset management products.
1
This material is an English translation of a Japanese announcement made on October 5, 2007. Although the Company intended to faithfully
translate the Japanese document into English, the accuracy and correctness of this translation are not guaranteed.
2. Outline of SIA
(1) Corporate name: Simplex Investment Advisors
(2) Name of representative: Masamichi Hayashi, President
(3) Location: 1-5-1 Marunouchi, Chiyoda-ku, Tokyo
(4) Date of establishment: June 6, 2002
(5) Main business: real estate investment advisory business, real estate development/solutions business
(6) Fiscal year-end: March 31st
(7) Number of employees:100 (as of March 31, 2007, Consolidated)
(8) Total number of shares outstanding: 725,000 shares (as of March 31, 2007)
(9) Major shareholders and ownership ratios:
Nikko Cordial Holdings Limited, Tokyo Branch 213,250 shares29.41
Yoshihiro Mikami 211,640 shares29.19
Nikko Cordial Corporation 94,875 shares13.08
(as of March 31, 2007, Ownership percentage)
(10) Business performance (Consolidated)
FY ended Mar 2006 FY ended Mar 2007
Sales volume 31,461 mil yen 44,439 mil yen
Operating profit 9,232 mil yen 14,929 mil yen
Current profit 8,035 mil yen 11,645 mil yen
Net profit 4,628 mil yen 6,221 mil yen
Total assets 158,985 mil yen 246,047 mil yen
Capital 11,408 mil yen 11,408 mil yen
Net assets 32,594 mil yen 38,228 mil yen
3. Outline of the Tender OffererTBD
(1) Offerer: Komei, LLC
(2) Representative: Isehara, LLC
(3) Location: Nishi Azabu Annex, 3-20-16 Nishi Azabu, Minato-ku, Tokyo
(4) Main business: Investments in securities, etc.
(5) Relationship with the company:N/A
For details on the TOB, please refer to the press release published by the tender offerer today as well
as the TOB application notice scheduled to be published hereafter.
4. Number of share ownership and ownership percentage by the group
(1) Number of shares owned before transfer: 308,125 sharesownership percentage: 42.50
(2) Number of shares owned to be transferred: 308,125 shares
(3) Number of shares owned after transfer: sharesownership percentage:
2
This material is an English translation of a Japanese announcement made on October 5, 2007. Although the Company intended to faithfully
translate the Japanese document into English, the accuracy and correctness of this translation are not guaranteed.
(Note) The above figures are in the case where 100% of SIA shares owned by the group, including
those owned indirectly, is tendered in the tender offer.
5. TimetableTBD
Oct. 12, 2007 Announcement date of TOB
Oct. 12, 2007 Commencement date of TOB
Nov. 8, 2007 Completion date of TOB
Nov.15, 2007 Start of settlement date
For details on the TOB, please refer to the press release published by the tender offerer today as well
as the TOB application notice scheduled to be published hereafter.
6. Impact on consolidated business results
Approximately 44.3 billion yen in special earnings (gain on the sale of shares of related companies) is
expected to be posted in the consolidated earnings for the fiscal year ending March 2008. (The
calculation is made on the assumption that the group tenders all of its SIA shares at 215,000 yen per
share.) Should the group tender all of its SIA shares in the tender offer, SIA earnings will be posted in
the company's consolidated business results until the interim period of the fiscal year ending March
2008, and will not be thereafter.
3
This material is an English translation of a Japanese announcement made on October 5, 2007. Although the Company intended to faithfully
translate the Japanese document into English, the accuracy and correctness of this translation are not guaranteed.